**UNITED
        STATES**
   **SECURITIES
        AND EXCHANGE COMMISSION**
   **Washington,
        D.C. 20549** ****
  
  **FORM
        10-K/A**
   **Amendment
        No. 2** ****
  **(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, 2005****OR**o
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934****For
                  the transition period from
                  ____________to_________________**
  **Commission
        file Number: 0-24249**
  
  **PDI,
                  INC.**(Exact
                  name of registrant as specified in its charter)**Delaware**
              
              **22-2919486**(State
                  or other jurisdiction of
                incorporation
                  or organization)
              
              (I.R.S.
                  Employer
                Identification
                  No.)**Saddle
                  River Executive Centre**
                **1
                  Route 17 South, Saddle River, NJ 07458**(Address
                  of principal executive offices and zip code)**(201)
                  258-8450**(Registrant's
                  telephone number, 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**
  
  
  Indicate
        by checkmark if the registrant is a well-known seasoned issuer, as defined
        in
        Rule 405 of the Securities Act. Yes o No ý
  Indicate
        by checkmark if the registrant is not required to file reports pursuant to
        Section 13 or Section 15(d) of the Act. Yes o No ý
  Indicate
        by checkmark whether the registrant (1) has filed all reports required to
        be filed by Section 13 or 15 (d) of the Securities Exchange Act of
        1934 during the preceding 12 months (or for such shorter period that the
        registrant was required to file such reports), and (2) has been subject to
        such filing requirements for the past 90 days. Yes ý No o
  Indicate
        by checkmark if disclosure of delinquent filers pursuant to Item 405 of
        Regulation S-K is not contained herein, and will not be contained, to the
        best of registrant's knowledge, in definitive proxy or information statements
        incorporated by reference in Part III of this Form 10-K or any
        amendment to this Form 10-K. ý
  Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer or a non-accelerated filer See definition of “accelerated
        filer and large accelerated filer” in rule 12b-2 of the Exchange Act. (check
        one):
  Large
                  accelerated filero
              Accelerated
                  filerý
              Non-accelerated
                  filero
 Indicate
        by check mark whether the registrant is a shell company (as defined in
        Rule 12b-2 of the Act). Yes o No ý
  The
        aggregate market value of the registrant's common stock, $0.01 par value
        per
        share, held by non-affiliates of the registrant on June 30, 2005, the last
        business day of the registrant's most recently completed second fiscal quarter,
        was $96,053,154 (based on the closing sales price of the registrant's common
        stock on that date). Shares of the registrant's common stock held by each
        officer and director and each person who owns 5% or more of the outstanding
        common stock of the registrant have been excluded in that such persons may
        be
        deemed to be affiliates. This determination of affiliate status is not
        necessarily a conclusive determination for other purposes. As of March 1,
        2006,
        13,922,434 shares of the registrant's common stock, $.01 par value per share,
        were issued and outstanding.
  **DOCUMENTS
        INCORPORATED BY REFERENCE**
  None
  
  
  
  
 
 
 
  **PDI,
          INC.**
 **Amendment
          No. 2 on Form 10-K/A**
   **EXPLANATORY
        NOTE**
  We
        are
        filing this Amendment No. 2 on Form 10-K/A to our Annual Report on Form 10-K
        for
        the year ended December 31, 2005, originally filed on March 17, 2006 to include
        Part III, Items 10, 11, 12, 13 and 14 in the text of the Form 10-K rather
        than
        incorporating those items by reference from our 2006 annual meeting proxy
        statement, the filing of which will be delayed beyond 120 days. As required
        by
        Rule 12b-15 under the Securities Exchange Act of 1943, as amended (the “Exchange
        Act”), new certifications pursuant to Rule 13(a)-14(a) are being filed as
        exhibits to this Form 10-K/A. Because no financial statements are contained
        within this Form 10-K/A, we are not including certifications pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002. No other changes have been
        made to this Annual Report on Form 10-K/A. This amendment is not intended
        to
        update other information presented in this annual report on Form 10-K as
        originally filed.
   
  
  **TABLE
                  OF CONTENTS**PagePART
                  IIIItem
                  10.
              Directors
                  and Executive Officers
              4Item
                  11.
              Executive
                  Compensation
              7Item
                  12.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              12Item
                  13.
              Certain
                  Relationship and Related Transactions
              14Item
                  14.
              Principal
                  Accounting Fees and Services
              14Signatures
              15
 
   3
 **PDI,
            INC.**
 **Amendment
            No. 2 on Form 10-K/A**
  **ITEM
        10.**  **Directors
        and Executive Officers of the Registrant**
   **Directors,
        Executive Officers, promoters and Control Persons**
  (a)
              Identification
                  of directors
  **Name**
              
              **Age**
              
              PositionJohn
                  P. Dugan
              
              70
              
              Chairman
                  of the Board of Directors and Director of Strategic
                  PlanningDr.
                  Joseph Curti(1)
                  (3)
              
              68
              
              DirectorJohn
                  Federspiel(2)
                  (3)
              
              52
              
              DirectorJohn
                  M. Pietruski(2)
                  (3)
              
              73
              
              Director(4)Frank
                  Ryan(2)
              
              66
              
              Director(4)Jack
                  Stover(1)
              
              53
              
              DirectorStephen
                  Sullivan(1)
                  (3)
              
              59
              
              DirectorJan
                  Martens Vecsi
              
              62
              
              Director
  (1)
              Member
                  of Audit Committee
 (2)
              Member
                  of Compensation and Management Development
                  Committee
 (3)
              Member
                  of Nominating and Corporate Governance
                  Committee
 (4)
              Director’s
                  term is expiring in 2006. The Director has been nominated for
                  re-election.
  (b)
              Identification
                  of executive officers
  **Name**
              
              **Age**
              
              PositionJohn
                  P. Dugan
              
              70
              
              Chairman
                  of the Board of Directors and Director of Strategic
                  PlanningLarry
                  Ellberger
              
              58
              
              Interim
                  Chief Executive OfficerSteven
                  K. Budd
              
              49
              
              PresidentStephen
                  P. Cotugno
              
              46
              
              Executive
                  Vice President, Corporate Development and Investor
                  RelationsNancy
                  McCarthy
              
              49
              
              Executive
                  Vice President, Human ResourcesKevin
                  Connolly
              
              52
              
              Executive
                  Vice President and General Manager, Diversified Marketing ServicesDeLisle
                  B. Callender
              
              56
              
              Senior
                  Vice President, Interim Chief Financial Officer
  (c)
              Identification
                  of certain significant employees
  None
  (d)
              Family
                  relationships
  Ms.
        Vecsi
        is the sister-in-law of John P. Dugan, our chairman. Mr. Cotugno is the nephew
        of John P. Dugan, as well as the nephew of Jan Martens Vecsi.
  
   4
 **PDI,
            INC.**
 **Amendment
            No. 2 on Form 10-K/A**
  (e)
                Business
                  experience
 **John
        P. Dugan** is our
        founder, chairman of the board of directors and director of strategic planning.
        He served as our president from inception until January 1995 and as our chief
        executive officer from inception until November 1997. In 1972, Mr. Dugan
        founded
        Dugan Communications, a medical advertising agency that later became known
        as
        Dugan Farley Communications Associates Inc. and served as its president until
        1990. We were a wholly-owned subsidiary of Dugan Farley in 1990 when Mr.
        Dugan
        became our sole stockholder. Mr. Dugan was a founder and served as the president
        of the Medical Advertising Agency Association from 1983 to 1984. Mr. Dugan
        also
        served on the board of directors of the Pharmaceutical Advertising Council
        (now
        known as the Healthcare Marketing Communications Council, Inc.) and was its
        president from 1985 to 1986. Mr. Dugan received an M.B.A. from Boston University
        in 1964.
  **Dr.
        Joseph T. Curti** became a
        director in August 2003. Dr. Curti was most recently president and chief
        executive officer of Ferring Pharmaceuticals in Tarrytown, New York. He
        previously held the position of president and chief executive officer of
        Neurochem, Inc. in Kingston, Ontario and President of North American Operations
        of Searle in Skokie, Illinois. He spent 19 years at Pfizer in a number of
        senior
        positions, both domestically and internationally, directing clinical drug
        development, drug regulatory, licensing and marketing activities. He is
        currently a member of the board of trustees and executive committee of Morehouse
        School of Medicine in Atlanta, Georgia. Dr. Curti received a B.S. from St.
        Joseph’s University in Philadelphia in 1959 and an M.D. from Thomas Jefferson
        University in Philadelphia in 1963.
  **John
        Federspiel** has been
        a director since October 2001. Mr. Federspiel is president of Hudson Valley
        Hospital Center, a 128 bed, short-term, acute care, not-for-profit hospital
        in
        Westchester County, New York. Prior to joining Hudson Valley Hospital in
        1987,
        Mr. Federspiel spent an additional 10 years in health administration, during
        which he held a variety of executive leadership positions. Mr. Federspiel
        has
        served as an appointed Member of the State Hospital Review and Planning Council,
        and has served as chairman of the Northern Metropolitan Hospital Association,
        as
        well as other affiliations. Mr. Federspiel received a B.S. degree from Ohio
        State University in 1975 and an M.B.A. from Temple University in
        1977.
  **John
        M. Pietruski** has
        been
        a director since May 1998. Since 1990, Mr. Pietruski has been the chairman
        of
        the board of Encysive Pharmaceuticals, Inc., a pharmaceutical research and
        development company. He is a retired chairman of the board and chief executive
        officer of Sterling Drug Inc., where he was employed from 1977 until his
        retirement in 1988. Mr. Pietruski is a member of the board of directors of
        Xylos
        Corporation and TrialCard Incorporated. Mr. Pietruski graduated Phi Beta
        Kappa
        with a B.S. in business administration with honors from Rutgers University
        in
        1954.
  **Frank
        Ryan** has been
        a director since November 2002. Mr. Ryan’s career includes a 38-year tenure with
        Johnson & Johnson. Mr. Ryan retired in 2001 as Company Group Chairman with
        responsibility for worldwide Ethicon franchises and Johnson & Johnson
        Canada. In addition, Mr. Ryan was a member of the Medical Devices and
        Diagnostics Operating Group and Leader for the Group in Process Excellence
        (Six
        Sigma) and IT. Throughout his years at Johnson & Johnson, Mr. Ryan held
        positions of increasing responsibility, including Worldwide President of
        Chicopee, President of Johnson and Johnson Hospital Services Co. and President
        of Ethicon, Inc. Mr. Ryan received a B.S. degree in mechanical engineering
        from
        the Illinois Institute of Technology in 1965 and an M.B.A. from the University
        of Chicago Graduate School of Business in 1969.
  **Stephen
        Sullivan** became a
        director in September 2004. Mr. Sullivan is President and Chief Executive
        Officer of Harlan Sprague Dawley, Inc. Prior to joining Harlan in 2006, Mr.
        Sullivan was a Senior Vice President of Covance, Inc. and the President of
        Covance Central Laboratories, Inc., a major division of Covance. Covance
        is the
        second-largest contract research organization serving the pharmaceutical,
        biotechnology, diagnostic and device industries. Prior to joining Covance,
        Mr.
        Sullivan was Chairman and Chief Executive Officer of Xenometrix, Inc., a
        biotechnology company with proprietary gene expression technology. He
        successfully merged Xenometrix with Discovery Partners International. Prior
        to
        his work with Xenometrix, Mr. Sullivan was Vice President and General Manager
        of
        a global diagnostic sector of Abbott Laboratories. Mr. Sullivan graduated
        from
        the University of Dayton, was a commissioned officer in the Marine Corps,
        and
        completed his MBA in Marketing and Finance at Rutgers University.
  **Jan
        Martens Vecsi** has been
        a director since May 1998. Ms. Vecsi was employed by Citibank, N.A. from
        1967
        through 1996 when she retired. Starting in 1984, she served as the senior
        human
        resources officer and vice president of the Citibank Private Bank. Ms. Vecsi
        received a B.A. in psychology and elementary education from Immaculata College
        in 1965.
  **Jack
        Stover**  has
        been
        a director since August 2005. Mr. Stover joined Antares Pharma in July 2004
        as
        President and Chief Operating Officer, and in August 2004 he was named Chief
        Executive Officer and President. Mr. Stover was previously Executive Vice
        President and Chief Financial Officer of Sicor, Inc., a public injectable
        pharmaceutical company, which was acquired by Teva Pharmaceutical Industries.
        Prior to that, Mr. Stover was Executive Vice President for a proprietary
        women’s
        drug company, Gynetics, Inc., and before Gynetics, he was Senior Vice President
        of B. Braun Medical, Inc., a private global medical device and product company.
        For more than five years, Mr. Stover was a partner with PricewaterhouseCoopers,
        working in their bioscience industry division in New Jersey. Mr. Stover received
        his BS in Accounting from Lehigh University. Mr. Stover is a certified public
        accountant.
   5
 **PDI,
            INC.**
 **Amendment
            No. 2 on Form 10-K/A**
  **Larry
        Ellberger** became
        our interim chief executive officer in October 2005. Prior to that, Mr.
        Ellberger was employed by the Company as Chief Administrative Officer as
        of
        August 2005. Before joining PDI, Mr. Ellberger was a director of PDI beginning
        in February 2003. Until July 2003, Mr. Ellberger was Senior Vice President,
        Corporate Development at PowderJect, PLC, and led PowderJect's acquisition
        activities to become the sixth largest global vaccine company. PowderJect
        was
        sold to Chiron Corporation in July 2003. He had been a member of PowderJect's
        Board of Directors since 1997. From November 1996 through May 1999, Mr.
        Ellberger served as Chief Financial Officer of W.R. Grace (and interim CEO
        for 6
        months). From May 1995 through November 1999 he served as Senior Vice President,
        Corporate Development of W.R. Grace. During this period, W.R. Grace generated
        substantial returns for its shareholders through operational improvements
        and
        creative M&A transactions. Prior to working with W.R. Grace, Mr. Ellberger
        held numerous executive positions, including Corporate Vice President of
        Corporate Development and Planning, during his 20 years with American Cyanamid
        Company, a multinational life sciences company until its acquisition by Wyeth
        in
        1995. Mr. Ellberger is a director of Avant Immunotherapeutics, Inc. and The
        Jewish Children's Museum. Mr. Ellberger received a B.A. in economics from
        Columbia College and a B.S. in chemical engineering from Columbia School
        of
        Engineering.
  **Steven
        K. Budd** has
        served as our president since September 2003. Prior to that, he was our
        president and chief operating officer since June 2000. Mr. Budd joined us
        in
        April 1996 as vice president, account group sales. He became executive vice
        president in July 1997, chief operating officer in January 1998, and our
        president in June 2000. From January 1994 through April 1995, Mr. Budd was
        employed by Innovex, Inc., as director of new business development. From
        1989
        through December 1993, he was employed by Professional Detailing Network
        (now
        known as Publicis Selling Solutions), as vice president with responsibility
        for
        building sales teams and developing marketing strategies. Mr. Budd received
        a
        B.A. in history and education from Susquehanna University in 1978.
  **Stephen
        P. Cotugno** became
        our executive vice president, corporate development and investor relations
        in
        January 2000. Mr. Cotugno is the nephew of John P. Dugan, the chairman of
        our
        board of directors, as well as the nephew of Jan Martens Vecsi, a director
        of
        the Company. He joined us as a consultant in 1997 and in January 1998 he
        was
        hired full time as vice president-corporate development. Prior to joining
        us,
        Mr. Cotugno was an independent financial consultant. He received a B.A. in
        finance and economics from Fordham University in 1981.
  **Nancy
        McCarthy** joined
        us as executive vice president, human resources in June 2004. Prior to joining
        PDI, Ms. McCarthy worked at Avaya Inc., a telecommunications company, where
        she
        led an enterprise-wide initiative to create the architecture for a global
        learning platform to support the company’s business strategy. Before joining
        Avaya, Ms. McCarthy worked for Datascope Corp., a medical devices company,
        where
        she established their Leadership Development Platform, creating a fully
        integrated HR system for recruitment, training, executive coaching and
        performance management. Ms. McCarthy received her B.A. from the University
        of
        New Hampshire and an M.B.A. from Fairleigh Dickinson University.
  **Kevin
        Connolly** joined
        us in June 2005, and is now the Executive Vice President & General Manager
        of Diversified Marketing Services. He brings over 25 years of pharmaceutical
        sales and marketing experience to PDI. Most recently he was Senior Vice
        President, Group General Manager in Cardinal Health's Medical Communications
        Group. Prior to Cardinal, Mr. Connolly was Executive Vice President, Americas
        for Wolters Kluwer Health. He spent over 10 years with Excerpta Medica
        Worldwide, a Division of Elsevier Science, with the last 2 years as Worldwide
        President. Mr. Connolly spent 12 years with Bristol-Myers Squibb in multiple
        sales and marketing positions. Mr. Connolly received his B.S. in Marketing
        and
        Management from Rider University.
  **DeLisle
        B. Callender** was
        hired as Controller in February 1998. In January 2001, he was promoted to
        Vice
        President, Corporate Controller and in January 2004 was promoted to Senior
        Vice
        President, Corporate Controller. In April 2006, he was appointed Interim
        Chief
        Financial Officer. In his role as Corporate Controller, Mr. Callender's
        responsibilities included internal and regulatory financial reporting, SOX
        compliance, and treasury functions. He serves on the company's Executive
        Committee and has been President of PDI Investment Company, a subsidiary
        through
        which the company's investments are managed, since December 1998. Immediately
        prior to joining PDI, Mr. Callender worked as a consultant providing management
        advisory services. Mr. Callender began his career with Arthur Andersen LLP,
        formerly one of the "big five" accounting firms, and subsequently held senior
        level positions with firms in the advertising industry such as D'Arcy Masius
        Benton & Bowles, (now part of Publicis) Ketchum, Inc. and The Chisholm Mingo
        Group, Inc. Mr. Callender received his BS in Accounting from Brooklyn College
        and holds an MS in Theological Studies from The Institute of Religious
        Studies
  (f)
              Involvement
                  in certain legal proceedings
  None
  (g)
              Promoters
                  and control persons
  None
  (h)
              Audit
                  committee financial expert
  The
        Board
        of Directors and the Nominating and Corporate Governance Committee have
        determined that the Chairperson of the Audit Committee, Mr. Stover, is an
“audit
        committee financial expert,” as that term is defined in Item 401(h) of
        Regulation S-K.
  6
 **PDI,
            INC.**
 **Amendment
            No. 2 on Form 10-K/A**
  (i)
                Identification of the audit
                  committee
 The
        Company has a standing Audit Committee established in accordance with Section
        3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the Exchange
        Act). Messrs. Stover, Curti and Sullivan are members of the Audit Committee.
        The
        Company’s Board of Directors determined that all members of the Company’s Audit
        Committee are independent under the current listing standards of the Nasdaq.
        Mr.
        Stover serves as Chair of the Audit Committee.
  (j)
              Procedure
                  for Submission of Director Nominees by
                  Stockholders
  Stockholders
        who wish to submit nominees for director for consideration by the Nominating
        and
        Corporate Governance Committee for election at our 2007 annual meeting of
        stockholders may do so by submitting in writing such nominees’ names, in
        compliance with the procedures and along with the other information required
        by
        our bylaws, to Kerry Skolkin, Vice President, Associate General Counsel and
        Corporate Secretary at PDI, Inc., Saddle River Executive Centre, 1 Route
        17
        South, Saddle River, NJ 07458 between December 1, 2006 and
        December 22, 2006.
   **Compliance
        with Section 16(a) of the Exchange Act**
  Section
        16(a) of the Exchange Act requires our officers and directors, and persons
        who
        own more than ten percent of a registered class of our equity securities,
        to
        file reports of ownership and changes in ownership with the SEC. Officers,
        directors and greater than ten-percent stockholders are required by SEC
        regulation to furnish us with copies of all Section 16(a) forms they file.
        Based
        solely on review of the copies of such forms furnished to us, or written
        representations that no Forms 5 were required, we believe that all Section
        16(a)
        filing requirements applicable to our officers and directors were complied
        with.
   **Code
        of Ethics**
  The
        Company has adopted a Code of Business Conduct and Ethics ("Code of Ethics")
        as
        defined in Item 406 of Regulation S-K and as required by Nasdaq, which applies
        to all directors, officers and employees. The Code of Ethics, including future
        amendments, is available free of charge on the Company's internet web site
        at
        www.pdi-inc.com under "Investor Relations - Corporate Governance". The Company
        will also post on its website any waivers under the Code of Ethics granted
        to
        any of its directors or executive officers. The Company will also provide
        a copy
        of its Code of Ethics, without charge, to any investor that requests it.
        Requests should be addressed in writing to: Kerry Skolkin, Vice President,
        Associate General Counsel and Corporate Secretary at PDI, Inc., Saddle River
        Executive Centre, 1 Route 17 South, Saddle River, NJ 07458
   **ITEM
        11.**   **Executive
        Compensation**
   **Summary
        Compensation Table**
  The
        following table sets forth certain information concerning compensation paid
        for
        services in all capacities awarded to, earned by or paid to the Company’s chief
        executive officer and the other four most highly compensated executive officers
        (collectively, the Named Executive Officers) during 2005, 2004 and 2003 whose
        aggregate compensation exceeded $100,000.
   7
 **PDI,
            INC.**
 **Amendment
            No. 2 on Form 10-K/A**
  
 **SUMMARY
                  COMPENSATION TABLE****Annual
                  Compensation**
              **Long-Term
                  Compensation****Name**
                **and**
                **Principal**
                **Position**
              **Year**
              **Salary**
                **($)**
              **Bonus**
                **($)**
              **Other**
                **Annual**
                **Compensation****(1)**
                **($)**
              **Restricted**
                **Stock**
                **Awards****(2)**
                **($)**
              **Securities**
                **Underlying**
                **Options/**
                **SARs****(3)**
                **(#)**
              **LTIP**
                **Payouts****(4)**
                **(#)**
              **All
                  Other**
                **Compensation****(5)**
                **($)**Larry
                  Ellberger
                Interim
                  CEO
              2005
                2004
                2003
              $113,654
                55,000
                40,625
              $
                  -
                -
                -
              $16,374
                -
                -
              $
                  -
                -
                -
              7,500
                7,500
                17,500
              -
                -
                -
              $203,302
                55,000
                40,625Charles
                  Saldarini
                Former
                  Vice
                Chairman
                  and CEO
              2005
                2004
                2003
              385,356
                432,000
                376,486
              -
                277,137
                752,972
              26,385
                28,732
                14,892
              -
                -
                1,000,238
              34,687
                150,000
                -
              20,372
                -
                -
              2,358,380
                -
                -Steven
                  Budd
                President
              2005
                2004
                2003
              313,532
                308,491
                289,620
              -
                209,012
                477,875
              20,035
                22,731
                17,800
              -
                -
                500,119
              10,575
                75,000
                -
              6,211
                -
                -
              8,232
                -
                -Bernard
                  Boyle
                Former
                  CFO,
                Executive
                  VP and
                Treasurer
              2005
                2004
                2003
              280,377
                275,833
                263,293
              -
                194,565
                394,939
              20,413
                18,442
                11,481
              -
                -
                266,730
              8,460
                40,000
                -
              4,969
                -
                -
              1,442,373Stephen
                  Cotugno
                Executive
                  VP -
                Corporate
                Development
                  and
                Investor
                  Relations
              2005
                2004
                2003
              225,569
                221,068
                188,479
              -
                143,100
                254,447
              19,247
                3,176
                7,914
              -
                -
                166,706
              3,807
                25,000
                -
              2,236
                -
                -
              5,758
                -
                -Nancy
                  McCarthy
                Executive
                  VP -
                Human
                  Resources
              2005
                2004
                2003
              202,33
                106,063
                -
              -
                99,813
                -
              22,593
                396
                -
              -
                -
                -
              3,384
                10,000
                -
              1,987
                -
                -
              600
                -
                -Beth
                  Jacobson
                Former
                  Executive
                VP,
                  General
                Counsel
                  and
                Corp
                  orate
                Secretary
              2005
                2004
                2003
              223,188
                220,000
                185,000
              26,236
                130,680
                249,750
              6,000
                7,984
                6,627
              -
                -
                -
              3,384
                -
                -
              1,987
                -
                -
              430,293
                -
                -Alan
                  Rubino
                Former
                  Executive
                VP
                  and General
                Manager
                  - Sales
                Team
                  business
              2005
                2004
                2003
              67,083
                228,258
                -
              -
                184,397
                -
              9,870
                22,860
                -
              -
                -
                -
              5,288
                10,000
                -
              3,165
                2,987
                -
              420,736
                -
                -
 (1)
              Other
                  annual compensation includes the following: company car or auto
                  allowance,
                  financial planning services and annual physical
                  exams.
  (2)
              For
                  the year ended December 31, 2003, a portion of the Named Executive
                  Officers’ annual bonus was paid in restricted stock. For the years ended
                  December 31, 2005 and 2004, there were no bonuses awarded in restricted
                  stock. The fair market value of the restricted shares owned by
                  the Named
                  Executive Officers on December 31, 2005, based upon the closing
                  price of
                  our common stock of $13.50 on that date, was as follows: Mr. Budd
—
                  $253,125 (18,750 shares); Mr. Boyle — $135,000 (10,000 shares); and Mr.
                  Cotugno — $84,375 (6,250 shares).
  (3)
              Equity
                  awards are disclosed in the year they are issued. The Company’s
                  Compensation and Management Development Committee considers prior
                  year
                  performance in determining the size of the
                  award.
  (4)
              Any
                Performance Contingent Shares awarded under the Long Term Incentive
                Plan
                (the LTI plan) will be issued upon completion of the three year
                Performance Period which commenced on March 29, 2005. Under the terms
                of
                the LTI Plan, each participant’s target award of Performance Contingent
                Shares could increase by fifty percent (50%) if a pre-determined
                superior
                level of achievement is attained at the end of the Performance
                Period.
   8
 **PDI,
            INC.**
 **Amendment
            No. 2 on Form 10-K/A**
  (5)
              For
                  the Named Executive Officers, this column includes the following
                  payments
                  by the Company in 2005:
  **Name**
              **401(k)**
                **Company**
                **Match
                  ($)**
              **Term
                  Life**
                **Insurance**
                **Payments
                  ($)**
              **Severance
                  ($)**
              **Director**
                **Fees
                  ($)**Larry
                  Ellberger
              $-
              $97
              $-
              $40,605Charles
                  Saldarini
              6,300
              50
              2,352,030
              -Steven
                  Budd
              8,142
              90
              -
              -Bernard
                  Boyle
              7,017
              390
              1,434,966
              0Stephen
                  Cotugno
              5,668
              90
              -
              -Nancy
                  McCarthy
              510
              90
              -
              -Beth
                  Jacobson
              2,450
              60
              427,783
              -Alan
                  Rubino
              -
              -
              420,736
              -
  Mr.
        Ellberger served on the Company’s Board of Directors until he was appointed
        Chief Administrative Office in August 2005.
   **Options/SAR
        Grants Table**
  The
        following table sets forth certain information regarding options and SARs
        granted by us in 2005 to each of the executives named in the Summary
        Compensation Table.
  **OPTION
                  /SAR GRANTS IN 2005****Individual
                  Grants**
              **Potential
                  Realizable Value****Number
                  of Shares**
                **Underlying**
                **Options/SARs**
              **Percent
                  of Total**
                **Options/SARs
                  Granted**
                **to
                  Employees**
              **Exercise**
              **Expiration**
              **at
                  Assumed Annual Rate**
                **of
                  Stock Price appreciation**
                **for
                  Option Term****(2)****Name**
              **Granted****(1)**
              **In
                  Fiscal Year**
              **Price**
              **Date**
              **5%**
              **10%**Larry
                  Ellberger**(3)**
              7,500
              -
              $11.49
              3/31/2010
              $22.,815
              $50,172Charles
                  Saldarini**(4)**
              34,687
              19.8%
              20.15
              3/29/2010
              -
              -Steven
                  Budd
              10,575
              6.0%
              20.15
              3/29/2010
              58,872
              130,091Bernard
                  Boyle**(5)**
              8,460
              4.8%
              20.15
              3/29/2010
              47,097
              104,073Stephen
                  Cotugno
              3,807
              2.2%
              20.15
              3/29/2010
              21,194
              46,833Nancy
                  McCarthy
              3,384
              1.9%
              20.15
              3/29/2010
              -
              -Beth
                  Jacobson**(6)**
              3,384
              1.9%
              20.15
              3/29/2010
              18,839
              41,029Alan
                  Rubino**(7)**
              5,288
              3.0%
              20.15
              3/29/2010
              -
              -
  (1)
              On
                  December 30, 2005 the Company accelerated the vesting of 97,706
                  SARs and
                  placed a restriction on the transfer or sale of the common stock
                  received
                  upon the exercise of the SARs that matched the original vesting
                  schedule
                  of the SARs. On February 9, 2005 the Company accelerated the vesting
                  of
                  all the outstanding unvested underwater stock options. The total
                  number of
                  stock options that were accelerated was
                  473,334.
   9
 **PDI,
            INC.**
 **Amendment
            No. 2 on Form 10-K/A**
  (2)  Potential
        realizable values are net of exercise price but before taxes, and are based
        on
        the assumption that our common stock appreciates at the annual rate shown
        (compounded annually) from the date of grant until the expiration date of
        the
        options. These numbers are calculated based on SEC requirements and do not
        reflect our projection or estimate of future stock price growth. Actual gains,
        if any, on stock option exercises are dependent on our future financial
        performance, overall market conditions and the option holder’s continued
        employment through the vesting period. This table does not take into account
        any
        appreciation in the price of the common stock from the date of grant to the
        date
        of this Proxy Statement.
  (3)  The
        options granted to Mr. Ellberger in 2005 were while he was a member of the
        Board
        of Directors.
  (4)  October
        21, 2005, the Company announced the resignation of Mr. Saldarini, as the
        Company's Vice Chairman and Chief Executive Officer. Effective the same date,
        34,687 SARs were cancelled.
  (5)  Effective
        March 31, 2006, Mr. Boyle resigned from the Company. Mr. Boyle’s outstanding
        SARs were extended to December 31, 2006.
  (6)  On
        December 23, 2005 the Company announced the resignation of Ms. Jacobson,
        Executive Vice President, General Counsel and Corporate Secretary effective
        December 31, 2005. Effective December 31, 2005, 3,384 SARs were
        cancelled.
  (7)
              Effective
                  April 18, 2005, Mr. Rubino resigned from his position with the
                  Company.
                  Effective the same date, 5,288 SARS were
                  cancelled.
   **Aggregated
        Options/SAR Exercises and Fiscal Year-End Option/SAR Value
        Table**
  The
        following table provides information with respect to options exercised by
        the
        named executive officers during 2005 and the number and value of unexercised
        options held by the named executive officers as of December 31,
        2005.
  **Aggregated
                  Option Exercise in Last Fiscal Year and Year-End Option
                  Values****Number
                  of Shares Underlying**
                **Unexercised
                  Options/SARs**
                **At
                  Fiscal Year-End**
              **Value
                  of Unexercised In-the**
                **Money
                  Options/SARs At**
                **Fiscal
                  Year-End****(2)****Name**
              **Shares
                  Acquired**
                **on
                  Exercise (#)**
              **Value
                  Realized****(1)**
              **Exercisable**
              **Unexercisable**
              **Exercisable**
              **Unexercisable**Larry
                  Ellberger
              -
              $
                  -
              27,500
              5,000
              $63,025
              $10,050Charles
                  Saldarini
              -
              -
              209,668**(3)**
              -
              -
              -Steven
                  Budd
              -
              -
              155,101
              -
              -
              -Bernard
                  Boyle
              -
              -
              107,516**(4)**
              -
              -
              -Stephen
                  Cotugno
              -
              -
              73,471
              -
              -
              -Nancy
                  McCarthy
              -
              -
              13,384
              -
              -
              -Beth
                  Jacobson
              -
              -
              35,000
              -
              82,500
              -Alan
                  Rubino
              -
              -
              10,000
              -
              -
              -
  (1)
              For
                  the purposes of this calculation, value is based upon the difference
                  between the exercise price of the options and the stock price at
                  date of
                  exercise.
  (2)
              For
                  the purposes of this calculation, value is based upon the difference
                  between the exercise price of the exercisable and unexercisable
                  options/SARS and the stock price at December 31, 2005 of $13.50
                  per
                  share.
  (3)
              Mr.
                  Saldarini’s shares expired unexercised on January 20,
                  2006.
  (4)
              Mr.
                  Boyle’s shares will expire on December 31,
                  2006.
  
   10
 **PDI,
            INC.**
 **Amendment
            No. 2 on Form 10-K/A**
   **Compensation
        of Directors**
  Each
        of
        our non-employee directors receives an annual director's fee of $40,000,
        payable
        quarterly in arrears. In addition, the chairperson of the Audit Committee,
        Compensation and Management Development Committee, and Nominating and Corporate
        Governance Committee receives an additional annual fee of $25,000, $10,000
        and
        $5,000, respectively. Under our stock option plans, each non-employee director
        is granted options to purchase 10,000 shares upon first being elected to
        our
        Board of Directors. Beginning with the 2006 annual meeting of stockholders’,
        each non-employee director will receive $45,000 in restricted stock that
        will
        vest one-third over each of the next three years. Prior to this year, each
        non-employee director had received options to purchase 7,500 shares of common
        stock on the date of each annual meeting of stockholders. All options had
        an
        exercise price equal to the fair market value of the common stock on the
        date of
        grant and vested one-third on the date of grant and one-third at the end
        of each
        of the next two subsequent years of service on the Board of
        Directors.
   **Employment
        Contracts and Termination of Employment and Change-in-Control
        Arrangements**
  The
        Company has begun phasing-out its use of employment agreements and does not
        expect to renew any current employment agreements when they are up for renewal
        under the existing contract terms. Prospectively, in lieu of employment
        agreements, the Company expects to enter into employment separation agreements
        with certain key employees.
  In
        January 1998, the Company entered into an agreement with John P. Dugan providing
        for his appointment as chairman of the Board of Directors and director of
        strategic planning. The agreement provides for an annual salary of $150,000.
  As
        part
        of an employment separation agreement with Mr. Ellberger, the Company modified
        the expiration date on 32,500 options that had been awarded to Mr. Ellberger
        while he was a member of our Board of Directors. The awards were modified
        to
        expire three years from his employee termination date. Additionally, Mr.
        Ellberger was awarded up to 50,000 shares of common stock conditional on
        the
        performance of the Company’s share price at the end of the performance period,
        which has been designated as August 15, 2005 through March 31, 2007. The
        actual
        award will be determined as follows: (1) 50,000 shares if the stock price
        of the
        Company’s common stock is $36.00 or higher; or 16,780 shares plus 20.78 shares
        for each cent ($0.01) above $20.00 stock price if the stock price of the
        Company’s common stock is between $20.00 and $35.99; or zero shares if the stock
        price of the Company’s common stock is below $20.00.
  In
        November 2001, the Company entered into an employment agreement with Charles
        T.
        Saldarini providing for his employment as chief executive officer and vice
        chairman of the Board of Directors for a term expiring on October 31, 2005
        subject to automatic one-year renewals unless either party gives written
        notice
        one year prior to the end of the then current term of the agreement. The
        agreement provided for an annual base salary of $350,000 (subject to yearly
        increases as determined by the Compensation and Management Development
        Committee) and for participation in all executive benefit plans. The agreement
        also provided that Mr. Saldarini was entitled to bonus and incentive
        compensation awards as determined by the Compensation and Management Development
        Committee. Further, the agreement provided, among other things, that, if
        Mr.
        Saldarini’s employment is terminated without cause (as defined) or if he
        terminated his employment for good reason (as defined), the Company would
        pay
        him an amount equal to three times the sum of his then current base salary
        plus
        the average incentive compensation paid to him during the three years
        immediately preceding the termination date. On October 21, 2005, the Company
        announced the resignation of Mr. Saldarini as chief executive officer and
        vice
        chairman of the Board of Directors. As per the terms of his employment
        agreement, Mr. Saldarini was paid approximately $2.4 million in November
        of
        2005.
  In
        May
        2001, the Company entered into an amended and restated employment agreement
        with
        Steven K. Budd providing for his employment as president and chief operating
        officer for a term expiring on April 30, 2007. The agreement provides for
        an
        annual base salary of $275,000 (subject to yearly increases as determined
        by the
        Compensation and Management Development Committee) and for participation
        in all
        executive benefit plans. The agreement also provides that Mr. Budd will be
        entitled to bonus and incentive compensation awards as determined by the
        Compensation and Management Development Committee. Further, the agreement
        provides, among other things, that, if Mr. Budd’s employment is terminated
        without cause (as defined) or if he terminates his employment for good reason
        (as defined), the Company will pay him an amount equal to three times the
        sum of
        his then current base salary plus the average incentive compensation paid
        to him
        during the three years immediately preceding the termination date.
  In
        May
        2001, the Company entered into an amended and restated employment agreement
        with
        Bernard C. Boyle providing for his employment as executive vice president
        and
        chief financial officer for a term expiring on April 30, 2004 subject to
        automatic one-year renewals unless either party gives written notice one
        year
        prior to the end of the then current term of the agreement. The agreement
        provided for an annual base salary of $250,000 (subject to yearly increases
        as
        determined by the Compensation and Management Development Committee) and
        for
        participation in all executive benefit plans. The agreement also provided
        that
        Mr. Boyle would be entitled to bonus and incentive compensation awards as
        determined by the Compensation and Management Development Committee. Further,
        the agreement provided, among other things, that, if Mr. Boyle’s employment was
        terminated without cause (as defined) or if he terminated his employment
        for
        good reason (as defined), the Company would pay him an amount equal to three
        times the sum of his then current base salary plus the average incentive
        compensation paid to him during the three years immediately preceding the
        termination date. On August 10, 2005, the Company announced that Mr. Boyle
        would
        resign from his position as Chief Financial Officer with the Company effective
        December 31, 2005. Effective December 31, 2005, the Company entered into
        an
        amended agreement with Mr. Boyle, pursuant to which Mr. Boyle deferred his
        resignation until March 31, 2006. As per the terms of his employment agreement,
        Mr. Boyle was paid approximately $1.4 million in January 2006.
 11
 **PDI,
              INC.**
 **Amendment
              No. 2 on Form 10-K/A**
  In
        May
        2001, the Company entered into an amended and restated employment agreement
        with
        Stephen P. Cotugno providing for his employment as executive vice president
        of
        corporate development and investor relations for a term expiring on November
        30,
        2006. The agreement provides for an annual base salary of $175,000 (subject
        to
        yearly increases as determined by the Compensation and Management Development
        Committee) and for participation in all executive benefits plans. The agreement
        also provides that Mr. Cotugno will be entitled to bonus and incentive
        compensation awards as determined by the Compensation and Management Development
        Committee. Further, the agreement provides, among other things, that, if
        Mr.
        Cotugno’s employment is terminated without cause (as defined) or if he
        terminates his employment for good reason (as defined), the Company will
        pay him
        an amount equal to three times the sum of his then current base salary plus
        the
        average incentive compensation paid to him during the three years immediately
        preceding the termination date.
  In
        November 2002, the Company entered into an employment agreement with Beth
        R.
        Jacobson providing for her employment as executive vice president, general
        counsel and corporate secretary for a term expiring on December 31, 2005
        subject
        to automatic one-year renewals unless either party gives written notice 90
        days
        written notice prior to the end of the then current term of the agreement.
        The
        agreement provided for an annual base salary of $185,000 (subject to yearly
        increases as determined by the Compensation and Management Development
        Committee) and for participation in all executive benefits plans. On December
        23, 2005, the Company announced that Ms. Jacobson would resign from her position
        as executive vice-president, general counsel and corporate secretary with
        the
        Company effective December 31, 2005. As per the terms of her employment
        agreement, Ms. Jacobson was paid approximately $428,000.
  In
        January 2004, the Company entered into an employment agreement with Alan
        Rubino
        providing for his employment as executive vice president for a term expiring
        on
        January 5, 2006, subject to automatic one-year renewals unless either party
        gives written notice at least ninety days prior to the end of the then current
        term of the agreement. The agreement provided for an annual base salary of
        $230,000 (subject to yearly increases as determined by the Compensation and
        Management Development Committee) and for participation in all executive
        benefits plans. The agreement also provided that Mr. Rubino would be entitled
        to
        bonus and incentive compensation awards as determined by the Compensation
        and
        Management Development Committee. Further, the agreement provided, among
        other
        things, that, if Mr. Rubino’s employment was terminated without cause (as
        defined) or if he terminated his employment for good reason (as defined),
        the
        Company would pay him an amount equal to his base compensation at the rate
        in
        effect at the time of termination through January 5, 2006, plus the pro rata
        share of any incentive compensation to which he would have been entitled
        to in
        the year in which termination occurred, plus an amount equal to the sum of
        his
        annual base salary and the average cash incentive compensation paid to him
        during the three years immediately preceding the termination date. Effective
        April 18, 2005, Mr. Rubino resigned from his position with the Company. As
        per
        the terms of his severance agreement, Mr. Rubino received approximately
        $421,000.
   **Additional
        Information with Respect to Compensation Committee Interlocks and Insider
        Participation in Compensation Decisions**
  During
        2005, the Compensation and Management Development Committee consisted of
        Messrs.
        Ryan, Pietruski and Federspiel, all of whom are non-employee directors. No
        member of the Compensation and Management Development Committee has a
        relationship that would constitute an interlocking relationship with executive
        officers or directors of another entity.
   **ITEM
        12.**  **Security
        Ownership of Certain Beneficial Owners and Management and Related Stockholder
        Matters**
   **Securities
        Authorized for Issuance Under Equity Compensation Plans**
  This
        information is included in Item 5.
   **Securities
        Ownership of Certain Beneficial Owners and Management**
  The
        following table sets forth information regarding the beneficial ownership
        of our
        common stock as of April 14, 2006 by:
  ·
              each
                  person known to us to be the beneficial owner of more than 5% of
                  our
                  outstanding shares;
 ·
              each
                  of our directors;
 ·
              each
                  executive officer named in the Summary Compensation Table below;
                  and
 ·
              all
                  of our directors and executive officers as a group.
  Except
        as
        otherwise indicated, the persons listed below have sole voting and investment
        power with respect to all shares of common stock owned by them. All information
        with respect to beneficial ownership has been furnished to us by the respective
        stockholder. The address for each of our directors and executive officers
        is c/o
        PDI, Inc., Saddle River Executive Centre, 1 Route 17 South, Saddle River,
        New
        Jersey 07458.
   12
 **PDI,
            INC.**
 **Amendment
            No. 2 on Form 10-K/A**
  
 **PRINCIPAL
                  STOCKHOLDERS****Name
                  of Beneficial Owner**
              **Number
                  of Shares**
                **Beneficially
                  Owned****(1)**
              **Percentage
                  of Shares**
                **Beneficially
                  Owned****Executive
                  officers and directives**:John
                  P. Dugan
              4,869,878
              34.6%Larry
                  Ellberger
              35,000**(2)**
              *Steven
                  K. Budd
              193,857**(3)**
              1.4%Stephen
                  P. Cotugno
              83,830**(4)**
              *Nancy
                  McCarthy
              21,846**(5)**
              *Joseph
                  T. Curti
              14,166**(6)**
              *John
                  C. Federspiel
              37,500**(6)**
              *John
                  M. Pietruski
              55,750**(7)**
              *Frank
                  J. Ryan
              30,000**(6)**
              *Jack
                  Stover
              3,333**(6)**
              *Stephen
                  Sullivan
              15,000**(6)**
              *Jan
                  Martens Vecsi
              54,350**(7)
                  (8) (10)**
              *Executive
                  officers and directors as a group (14 persons)
              5,461,607**(9)**
              38.8%**5%
                  stockholders:**Heartland
                  Advisors, Inc.(11)
                789
                  North water Street
                Milwaukee,
                  WI 53202
              1,419,563
              10.1%Perry
                  Corp.(10)
                767
                  Fifth Avenue
                New
                  York, NY 10153
              1,450,000
              10.3%Portfolio
                  Logic, LLC.(11)
                600
                  New Hampshire Avenue NW 9thFloor
                Washington,
                  DC 20037
              800,000
              5.7%Royce
                  & Associates, LLC.(11)
                1414
                  Avenue of Americas
                New
                  York, NY 10019
              881,300
              6.3%
  *  Less
        than
        1%.
  (1)
              Beneficial
                  ownership is determined in accordance with the rules of the SEC.
                  In
                  computing the number of shares beneficially owned by a person and
                  the
                  percentage ownership of that person, shares of common stock subject
                  to
                  options and warrants held by that person that are currently exercisable
                  or
                  exercisable within 60 days of April 14, 2006 are deemed outstanding.
                  Such
                  shares, however, are not deemed outstanding for the purpose of
                  computing
                  the percentage ownership of any other person.
  (2)  Includes
        30,000 shares issuable pursuant to options exercisable within 60 days of
        the
        date of this Proxy Statement.
  (3)  Includes
        144,526 shares issuable pursuant to options exercisable within 60 days of
        the
        date of this Proxy Statement.
  (4)  Includes
        69,664 shares issuable pursuant to options exercisable within 60 days of
        the
        date of this Proxy Statement.
  (5)  Includes
        10,000 shares issuable pursuant to options exercisable within 60 days of
        the
        date of this Proxy Statement.
  (6)  Represents
        shares issuable pursuant to options exercisable within 60 days of the date
        of
        this Proxy Statement.
  (7)  Includes
        53,750 shares issuable pursuant to options exercisable within 60 days of
        the
        date of this Proxy Statement.
  (8)  Includes
        400 shares held in an irrevocable trust.
  (9)  Includes
        470,023 shares issuable pursuant to options exercisable within 60 days of
        the
        date of this Proxy Statement.
  (10)
              Includes
                  400 shares held in an irrevocable Trust Account for her son, John
                  S.
                  Vecsi, Jr. which Ms. Vecsi is the trustee. Ms. Vecsi disclaims
                  beneficial
                  ownership of these shares.
  (11)  This
        information was derived from the Schedule 13G filed by the reporting
        person.
   13
 **PDI,
            INC.**
 **Amendment
            No. 2 on Form 10-K/A**
   **ITEM
        13.**  **Certain
        Relationships and Related Transactions**
  Peter
        Dugan, the son of John P. Dugan, our chairman of the Board of Directors,
        is
        employed by us as executive director -business development. In 2005,
        compensation paid or accrued to Peter Dugan was $138,449. Stephen P. Cotugno
        is
        the nephew of John P. Dugan, as well as the nephew of Jan Martens Vecsi.
        In
        2005, compensation paid or accrued to Mr. Cotugno was $244,816.
   **ITEM
        14.**  **Principal
        Accountant Fees and Services**
  2005
              
              2004Audit
                  Fees
              
              $963,342
              
              $642,620Audit-Related
                  Fees
              
              -
              
              175,366Tax
                  Fees
              
              -
              
              89,816All
                  Other Fees
              
              -
              
              1,600Total
                  Fees
              
              $963,342
              
              $909,402
 In
        2004,
        the Company retained the services of PricewaterhouseCoopers, LLP as its
        independent registered public accounting firm. In 2005, the Company retained
        the
        services of Ernst & Young, LLP as its independent registered public
        accounting firm.. The amounts shown for “Audit-related fees” in 2004 were
        primarily for due diligence work and other acquisition related fees. The
        amounts
        shown for “Tax fees” in 2004 were for federal and state tax advice. The amount
        shown for “All other fees” was for an online research tool.
  Under
        its
        charter, the Audit Committee must pre-approve all engagements of our independent
        registered public accounting firm unless an exception to such pre-approval
        exists under the Exchange Act or the rules of the SEC. Each year, the
        independent registered public accounting firm’s retention to audit our financial
        statements and permissible non-audit services, including the associated fees,
        is
        approved by the Audit Committee before the filing of the preceding year’s Annual
        Report on Form 10-K. At the beginning of the fiscal year, the Audit Committee
        will evaluate other known potential engagements of the independent registered
        public accounting firm, in light of the scope of the work proposed to be
        performed and the proposed fees, and approve or reject each service, taking
        into
        account whether the services are permissible under applicable law and the
        possible impact of each non-audit service on the independent registered public
        accounting firm’s independence. At each subsequent Audit Committee meeting, the
        Audit Committee will receive updates on the services actually provided by
        the
        independent registered public accounting firm, and management may present
        additional services for approval. Typically, these would be services, such
        as
        due diligence for an acquisition, that were not known at the beginning of
        the
        year. The Audit Committee has delegated to the Chairperson of the Audit
        Committee the authority to evaluate and approve engagements on behalf of
        the
        Audit Committee in the event that a need arises for pre-approval between
        committee meetings. This might occur, for example, if we proposed to execute
        a
        financing on an accelerated timetable. If the Chairperson so approves any
        such
        engagements, he will report that approval to the full Audit Committee at
        the
        next Audit Committee meeting.
  Since
        the
        May 6, 2003 effective date of the SEC rules stating that an auditor is not
        independent of an audit client if the services it provides to the client
        are not
        appropriately approved, each new engagement of its independent registered
        public
        accounting firm was approved in advance by the Audit Committee, and none
        of
        those engagements made use of the *de
        minimis* exception to the pre-approval requirement contained in the SEC’s
        rules.
  
  
  14
 **PDI,
              INC.**
 **Amendment
              No. 2 on Form 10-K/A**
    **SIGNATURES**
  Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, as amended, the Registrant has duly caused this Form 10-K/A to be signed
        on its behalf by the undersigned, thereunto duly authorized, on the 1st day
        of
        May, 2006.
  **PDI,
                  INC.**/s/
Larry
                EllbergerLarry
                  EllbergerInterim
                  Chief Executive Officer
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, as amended, this
        Form 10-K/A has been signed by the following persons on behalf of the Registrant
        and in the capacities indicated and on the 1st day of May, 2006.
  Signature
              
              Title/s/
John
                P. Dugan
              
              Chairman
                  of the Board of DirectorsJohn
                  P. Dugan/s/
Larry
                Ellberger
              
              Interim
                  Chief Executive OfficerLarry
                  Ellberger/s/
DeLisle
                B. Callender
              
              Senior
                  Vice President and Interim Chief Financial OfficerDeLisle
                  B. Callender
              
              (principal
                  accounting and financial officer)/s/
John
                M. Pietruski
              
              DirectorJohn
                  M. Pietruski/s/
Jan
                Martens Vecsi
              
              DirectorJan
                  Martens Vecsi/s/
Frank
                Ryan
              
              DirectorFrank
                  Ryan/s/
John
                Federspiel
              
              DirectorJohn
                  Federspiel/s/
Dr.
                Joseph T. Curti
              
              DirectorDr.
                  Joseph T. Curti/s/
Stephen
                J. Sullivan
              
              DirectorStephen
                  J. Sullivan/s/
Jack
                Stover
              
              DirectorJack
                  Stover