**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549** ****






**FORM
      10-K/A**


**Amendment
      No. 1**




**(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**




Portions
      of the Proxy Statement for the 2006 Annual Meeting of Stockholders (the "Proxy
      Statement"), to be filed within 120 days of the end of the fiscal year
      ended December 31, 2005, are incorporated by reference in Part III hereof.
      Except with respect to information specifically incorporated by reference in
      this Form 10-K, the Proxy Statement is not deemed to be filed as part
      hereof.




























Explanatory
      Note





























**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 30th day
      of
      March, 2006.




**PDI,
                INC.****/s/**Bernard C. BoyleBernard
                C. BoyleChief
              Financial Officer and Treasurer(principal
              accounting and financial officer)