Sec Form 4 Filing - COTUGNO STEPHEN @ PDI INC - 2006-02-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person COTUGNO STEPHEN 2. Issuer Name and Ticker or Trading Symbol PDI INC [ PDII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice-President (Last) (First) (Middle) C/O PDI INC., SADDLE RIVER EXEC. CENTRE, 1 ROUTE 17 SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2006 (Street) SADDLE RIVER, NJ07458 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 9,166 D Common Stock ( 2 ) 02/15/2006 A 6,000 A $ 11.63 15,166 D Common Stock ( 3 ) 03/23/2006 A 4,146 A $ 12.06 19,312 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 16 ( 4 ) 05/19/2008 Common Stock 6,670 6,670 D Stock Option (right to buy) $ 27.1875 ( 4 ) 10/28/2009 Common Stock 10,000 16,670 D Stock Option (right to buy) $ 59.5 ( 4 ) 02/14/2011 Common Stock 13,981 30,651 D Stock Option (right to buy) $ 15.74 ( 4 ) 03/10/2014 Common Stock 14,013 44,664 D Stock Option (right to buy) $ 24.605 ( 4 ) 03/10/2014 Common Stock 25,000 69,664 D Stock Appreciation Rights $ 20.145 ( 4 ) 03/29/2010 Common Stock 3,807 73,471 D Stock Appreciation Rights $ 12.06 03/23/2006 A 7,133 ( 5 ) 03/23/2011 Common Stock 7,133 $ 0 80,604 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COTUGNO STEPHEN C/O PDI INC., SADDLE RIVER EXEC. CENTRE 1 ROUTE 17 SOUTH SADDLE RIVER, NJ07458 Executive Vice-President Signatures Stephen Cotugno 08/28/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 6,250 restricted shares of common stock that vest on March 10, 2007. ( 2 )Restricted shares of common stock that vest on August 20, 2007. ( 3 )Restricted shares of common stock that vest on March 23, 2009. ( 4 )Immediately. ( 5 )One-third of the stock-appreciation rights will become exercisable on each of 3/23/07, 3/23/08, and 3/23/09.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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