SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         -------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 19, 2002
                                                  -----------------

                                    PDI, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             DELAWARE                      0-24249              22-2919486
 -------------------------------      ----------------     -------------------
 (State or other jurisdiction of      (Commission File       (IRS Employer
          incorporation)                   Number)         Identification No.)

        10 Mountainview Road,
        Upper Saddle River, NJ                                       07458
---------------------------------------                           ----------
(Address of principal executive office)                           (Zip Code)

                                 (201) 258-8450
               ---------------------------------------------------
               Registrant's telephone number, including area code:

                          Professional Detailing, Inc.
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

Item 5. Other Events

      On February 19, 2002 the Registrant issued the following press release:

                 "PDI Announces 4th Quarter and Year-End Results

                           Comments on future strategy

     Net revenue up 42% to $263.9 million; operating income up 14% to $19.1
      million and EPS down 23% to $0.59, compared to fourth quarter 2000.

      Upper Saddle River, New Jersey (Tuesday, February 19, 2002). PDI, Inc.
      (Nasdaq: PDII) today announced net revenue, operating income, net income
      and net income per share for the quarter and year ended December 31, 2001.

      Quarterly Results

      Net revenue for the quarter ended December 31, 2001 was $263.9 million, an
      increase of 42.3% over net revenue of $185.4 million for the quarter ended
      December 31, 2000. Operating income for the quarter ended December 31,
      2001 was $19.1 million, compared to operating income of $16.8 million for
      the quarter ended December 31, 2000. Net income for the quarter ended
      December 31, 2001 was $8.3 million, compared to net income of $10.9
      million for the quarter ended December 31, 2000. Diluted net income per
      share for the quarter ended December 31, 2001 was $0.59, compared to
      diluted net income per share of $0.77 for the quarter ended December 31,
      2000. Stronger than expected Ceftin sales primarily drove these results,
      offset in part by no Evista revenue contribution. The Ceftin Agreement is
      scheduled to expire February 28, 2002.

      Annual Results

      Net revenue for the twelve months ended December 31, 2001 was $696.6
      million, an increase of 67.1% over net revenue of $416.9 million for the
      twelve months ended December 31, 2000. Operating income for the twelve
      months ended December 31, 2001 was $12.7 million, compared to operating
      income of $40.9 million for the twelve months ended December 31, 2000. Net
      income for the twelve months ended December 31, 2001 was $6.4 million,
      compared to net income of $27.0 million for the twelve months ended
      December 31, 2000. Diluted net income per share for the twelve months
      ended December 31, 2001 was $0.45, compared to diluted net income per
      share of $1.96 for the twelve months ended December 31, 2000.

      Charles T. Saldarini, Vice Chairman and Chief Executive Officer stated,
      "The improved results for Ceftin in the 4th quarter reflects our success
      in a difficult selling environment as well as the lack of a generic
      entrant. We were successful in


                                       2
<PAGE>

      sustaining strong demand creation efforts and also in implementing
      successful trade actions. We are quite pleased with Ceftin results for the
      4th quarter."

      Commenting further on the Company's experience with Ceftin, Saldarini
      noted, "Over the abbreviated life of the deal, Ceftin produced a positive
      financial outcome. It also permitted us to create strategic capabilities
      in areas that are now critical to our transition from a service-dominated
      to a product-driven company. The skills we have developed make us a more
      attractive commercial partner and enhance our ability to license, acquire
      and co-promote products. We must now concentrate on accelerating our
      transition by leveraging the sales and marketing capabilities we currently
      possess, utilizing our financial assets, including the strength of our
      balance sheet, and by leveraging our reputation for high quality work. We
      are currently engaged in discussions with prospective partners that
      reflect this strategy."

      PDI further announced that the loss from its Services segment for the
      quarter ended December 31, 2001 exceeded the previously estimated loss of
      approximately $0.23 per share, primarily attributable to Evista sales not
      achieving PDI's contractual baselines for the period which resulted in no
      Evista revenue contribution for the fourth quarter. The preliminary
      guidance of a loss of $0.23 was based upon an expected operating loss of
      approximately $6 million. The reported operating loss will be
      approximately $11 million. The strong Ceftin program results more than
      offset the Services segment shortfall.

      Other factors which impacted the Company's fourth quarter results included
      positive contributions from Lotensin, which exceeded previously revised
      expectations. Further, Lotrel and Quixin produced results consistent with
      expectations. Additionally, the Company noted that its newly created
      Medical Device and Diagnostic business, which acquired In-Serve Support
      Solutions, a privately held leading provider of after sales support,
      clinical education and hospital-based sales efforts, in September 2001,
      was on target. Results from contract sales, including the shared sales
      group, as well as the research and communications units were all on
      target. Also, during the quarter the Company wrote-off its $1.9 million
      investment in In2Focus Contract Sales Limited, which will be reflected as
      a charge to other income and will likely be treated as a capital loss for
      tax purposes. Since the Company does not anticipate having offsetting
      capital gains there will not be any immediate tax benefit and therefore
      the effective tax rate for the period will be adversely impacted.

      Regarding Evista performance, Saldarini stated, "The 4th quarter Evista
      results were disappointing since we had hoped for a revenue contribution
      in the period. We are working actively with our partner to monitor our
      progress and we are working to leverage the sales asset we have fielded
      with additional products."

      Given the variables impacting the implementation of its business strategy,
      PDI further announced that it will not provide quarterly guidance on its
      projected 2002


                                       3
<PAGE>

      results and will comment on current consensus estimates only by
      identifying those factors which could improve or detract from already
      published estimates.

      The Company cited several reasons for its decision regarding forward
      statements about earnings, including uncertainties about the size, scope,
      timing and investments related to new business development and a stagnant
      contract sales market, partially related to slower FDA approval activity.

      Saldarini stated, "The range of earnings outcomes is wide and complicated
      by the changing nature of our business model. We are continuing to move
      aggressively to brand PDI as a commercial partner and therefore as more
      than simply a dominant contract sales organization. The result of those
      efforts to date is active dialogs with prospective partners that include
      co-promotion opportunities for our existing sales force capacity, product
      licensing and product acquisition opportunities. We will provide updates
      on these developments as appropriate."

      Webcast and Conference Call

      PDI will conduct a live webcast of its Earnings Release Briefing at 9:00
      AM EDT on Wednesday, February 20, 2002. The live webcast of the event will
      be accessible through PDI's website, www.pdi-inc.com and will be archived
      on the website for future on-demand replay. For those without Internet
      access, the call can be accessed by dialing 1-800-233-2795 and asking for
      conference ID - PDI.

      Company Background & Strategy

      PDI is an innovative sales and marketing company serving the
      pharmaceutical, biotech, and medical devices and diagnostics industries.
      Partnering with clients, PDI provides product-specific programs designed
      to maximize profitability throughout a product's lifecycle, from
      pre-launch through maturity. With proven industry experience, PDI has the
      demonstrated ability to deliver results.

      PDI is recognized as an industry-leader based on its track record of
      innovation and its ability to keep pace in a rapidly changing industry.
      PDI leverages its expertise in sales, brand management and product
      marketing, marketing research, medical education, medical affairs, and
      managed markets and trade relations to create solutions that meet
      strategic objectives and provide incremental value for product sales. For
      more information, visit PDI's website at www.pdi-inc.com.

This press release contains forward-looking statements regarding the timing and
financial impact of the Company's ability to implement its business plan,
expected revenues, earnings per share and success during the year 2002. These
statements involve a number of risks and uncertainties and are based on
assumptions involving judgments with respect to future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond PDI's control.
Some of the important factors that could cause actual results to differ
materially from those indicated


                                       4
<PAGE>

by the forward-looking statements are general economic conditions, changes in
our operating expenses, adverse patent developments, competitive pressures,
changes in customer and market requirements and standards, and the risk factors
detailed from time to time in PDI's periodic reports and registration statements
filed with the Securities and Exchange Commission, including without limitation
PDI's Annual Report on Form 10-K filed for the year ended December 31, 2000 and
Quarterly Report on Form 10-Q for the quarter ended September 30, 2001. The
forward looking-statements in this press release are based upon management's
reasonable belief as of the date hereof. PDI disclaims any obligation to update
these statements.


                                       5
<PAGE>

                                    PDI, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                  December 31,
                                                                                         -----------------------------
                                                                                            2001                2000
                                                                                         ---------           ---------
                                      ASSETS                                                     (in thousands)
<S>                                                                                      <C>                 <C>
Current assets:
   Cash and cash equivalents ..................................................          $ 160,043           $ 109,000
   Short-term investments .....................................................              7,387               4,907
   Inventory, net .............................................................                442              36,385
   Accounts receivable, net of allowance for doubtful accounts of
     $3,692 and $250 as of December 31, 2001 and 2000, respectively ...........             52,640              84,529
   Unbilled costs and accrued profits on contracts in progress ................              6,898               2,953
   Deferred training ..........................................................              5,569               4,930
   Other current assets .......................................................              8,101               4,541
   Deferred tax asset .........................................................             19,308               4,758
                                                                                         ---------           ---------
Total current assets ..........................................................            260,388             252,003
Net property, plant & equipment ...............................................             21,044               9,965
Other long-term assets ........................................................             25,295               8,257
                                                                                         ---------           ---------
Total assets ..................................................................          $ 306,727           $ 270,225
                                                                                         =========           =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable ...........................................................          $   9,493           $  31,328
   Accrued rebates and sales discounts ........................................             68,403              24,368
   Accrued contract losses ....................................................             12,256                  --
   Accrued incentives .........................................................             23,023              19,824
   Accrued salaries and wages .................................................              7,167               6,568
   Unearned contract revenue ..................................................             10,878              23,813
   Other accrued expenses .....................................................             22,045              25,382
                                                                                         ---------           ---------
Total current liabilities .....................................................            153,265             131,283
                                                                                         ---------           ---------
Long-term liabilities:
   Deferred compensation ......................................................                 65                 169
   Deferred tax liability .....................................................              3,272                 663
                                                                                         ---------           ---------
Total long-term liabilities ...................................................              3,337                 832
                                                                                         ---------           ---------
Total liabilities .............................................................          $ 156,602           $ 132,115
                                                                                         ---------           ---------

Stockholders' equity:
   Common stock, $.01 par value; 100,000,000 shares authorized; shares
     issued and outstanding, 2001 - 13,983,485; 2000 - 13,837,390;
     restricted $.01 par value; shares issued and outstanding,  2001,- 7,972;
     2000 - 7,972 .............................................................          $     140           $     138
   Preferred stock, $.01 par value, 5,000,000 shares
     authorized, no shares issued and outstanding .............................                 --                  --
Additional paid-in capital ....................................................            102,757              96,945
Additional paid-in capital, restricted ........................................                217                 217
Retained earnings .............................................................             48,008              41,654
Accumulated other comprehensive (loss) ........................................                (79)                (34)
Unamortized compensation costs ................................................               (808)               (810)
Treasury stock, at cost: 2001 - 5,000 shares and 2000 - 0 shares ..............               (110)                 --
                                                                                         ---------           ---------
Total stockholders' equity ....................................................          $ 150,125           $ 138,110
                                                                                         ---------           ---------
Total liabilities & stockholders' equity ......................................          $ 306,727           $ 270,225
                                                                                         =========           =========
</TABLE>


                                       6
<PAGE>

                                    PDI, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (in thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                 Three Months Ended December 31,   Twelve Months Ended December 31,
                                                                 -------------------------------   --------------------------------
                                                                      2001              2000            2001             2000
                                                                 -------------      ------------   -------------    ---------------
                                                                                           (unaudited)
<S>                                                               <C>               <C>              <C>             <C>
Revenue
   Service, net .............................................     $     67,264      $    84,422      $   281,269     $   315,867
   Product, net .............................................          196,638          101,008          415,314         101,008
                                                                  ------------      -----------      -----------     -----------
       Total revenue, net ...................................          263,902          185,430          696,583         416,875
                                                                  ------------      -----------      -----------     -----------
Cost of goods and services
   Program expenses (including related party amounts of
     $73 and $322 for the quarters ended December 31, 2001
     and 2000, and $758 and $2,117 for the twelve months
     ended December 31, 2001 and 2000, respectively)  .......           63,926           63,894          232,171         235,355
   Cost of goods sold .......................................          161,069           68,997          328,629          68,997
                                                                  ------------      -----------      -----------     -----------
       Total cost of goods and services .....................          224,995          132,891          560,800         304,352
                                                                  ------------      -----------      -----------     -----------

Gross profit ................................................           38,907           52,539          135,783         112,523

Compensation expense ........................................            9,804            9,787           39,263          32,820
Other selling, general & administrative expenses ............            9,981           25,985           83,815          38,827
                                                                  ------------      -----------      -----------     -----------
   Total selling, general & administrative expenses .........           19,785           35,772          123,078          71,647
                                                                  ------------      -----------      -----------     -----------
Operating income ............................................           19,122           16,767           12,705          40,876
Other (expense) income, net .................................           (2,132)           1,941            2,275           4,864
                                                                  ------------      -----------      -----------     -----------
Income before provision for taxes ...........................           16,990           18,708           14,980          45,740
Provision for income taxes ..................................            8,711            7,840            8,626          18,712
                                                                  ------------      -----------      -----------     -----------
Net income ..................................................     $      8,279      $    10,868      $     6,354     $    27,028
                                                                  ============      ===========      ===========     ===========

Basic net income per share ..................................     $       0.59      $      0.79      $      0.46     $      2.00
                                                                  ============      ===========      ===========     ===========
Diluted net income per share ................................     $       0.59      $      0.77      $      0.45     $      1.96
                                                                  ============      ===========      ===========     ===========

Basic weighted average number of shares outstanding .........       13,968,097       13,768,203       13,885,773      13,503,061
                                                                  ============      ===========      ===========     ===========
Diluted weighted average number of shares outstanding .......       14,009,810       14,173,968       14,113,308      13,773,040
                                                                  ============      ===========      ===========     ===========
</TABLE>


                                       7
<PAGE>

                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         PDI, INC.


                                         By: /s/  Charles T. Saldarini
                                             -----------------------------------
                                             Charles T. Saldarini, Vice Chairman
                                               and Chief Executive Officer

Date: February 19, 2002


                                       8
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{"company-data": {"conformed-name": "PROFESSIONAL DETAILING INC", "cik": "0001054102", "assigned-sic": "7389", "irs-number": "223562897", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-46321", "film-number": "02553818"}, "business-address": {"street1": "10 MOUNTAINVIEW ROAD", "city": "UPPER SADDLE RIVER", "state": "NJ", "zip": "07458", "phone": "2012588450"}, "mail-address": {"street1": "10 MOUNTAINVIEW ROAD", "city": "UPPER SADDLE RIVER", "state": "NJ", "zip": "07438"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         -------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 19, 2002
                                                  -----------------

                                    PDI, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             DELAWARE                      0-24249              22-2919486
 -------------------------------      ----------------     -------------------
 (State or other jurisdiction of      (Commission File       (IRS Employer
          incorporation)                   Number)         Identification No.)

        10 Mountainview Road,
        Upper Saddle River, NJ                                       07458
---------------------------------------                           ----------
(Address of principal executive office)                           (Zip Code)

                                 (201) 258-8450
               ---------------------------------------------------
               Registrant's telephone number, including area code:

                          Professional Detailing, Inc.
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)
Item 5. Other Events

      On February 19, 2002 the Registrant issued the following press release:

                 "PDI Announces 4th Quarter and Year-End Results

                           Comments on future strategy

     Net revenue up 42% to $263.9 million; operating income up 14% to $19.1
      million and EPS down 23% to $0.59, compared to fourth quarter 2000.

      Upper Saddle River, New Jersey (Tuesday, February 19, 2002). PDI, Inc.
      (Nasdaq: PDII) today announced net revenue, operating income, net income
      and net income per share for the quarter and year ended December 31, 2001.

      Quarterly Results

      Net revenue for the quarter ended December 31, 2001 was $263.9 million, an
      increase of 42.3% over net revenue of $185.4 million for the quarter ended
      December 31, 2000. Operating income for the quarter ended December 31,
      2001 was $19.1 million, compared to operating income of $16.8 million for
      the quarter ended December 31, 2000. Net income for the quarter ended
      December 31, 2001 was $8.3 million, compared to net income of $10.9
      million for the quarter ended December 31, 2000. Diluted net income per
      share for the quarter ended December 31, 2001 was $0.59, compared to
      diluted net income per share of $0.77 for the quarter ended December 31,
      2000. Stronger than expected Ceftin sales primarily drove these results,
      offset in part by no Evista revenue contribution. The Ceftin Agreement is
      scheduled to expire February 28, 2002.

      Annual Results

      Net revenue for the twelve months ended December 31, 2001 was $696.6
      million, an increase of 67.1% over net revenue of $416.9 million for the
      twelve months ended December 31, 2000. Operating income for the twelve
      months ended December 31, 2001 was $12.7 million, compared to operating
      income of $40.9 million for the twelve months ended December 31, 2000. Net
      income for the twelve months ended December 31, 2001 was $6.4 million,
      compared to net income of $27.0 million for the twelve months ended
      December 31, 2000. Diluted net income per share for the twelve months
      ended December 31, 2001 was $0.45, compared to diluted net income per
      share of $1.96 for the twelve months ended December 31, 2000.

      Charles T. Saldarini, Vice Chairman and Chief Executive Officer stated,
      "The improved results for Ceftin in the 4th quarter reflects our success
      in a difficult selling environment as well as the lack of a generic
      entrant. We were successful in

                                       2
sustaining strong demand creation efforts and also in implementing
      successful trade actions. We are quite pleased with Ceftin results for the
      4th quarter."

      Commenting further on the Company's experience with Ceftin, Saldarini
      noted, "Over the abbreviated life of the deal, Ceftin produced a positive
      financial outcome. It also permitted us to create strategic capabilities
      in areas that are now critical to our transition from a service-dominated
      to a product-driven company. The skills we have developed make us a more
      attractive commercial partner and enhance our ability to license, acquire
      and co-promote products. We must now concentrate on accelerating our
      transition by leveraging the sales and marketing capabilities we currently
      possess, utilizing our financial assets, including the strength of our
      balance sheet, and by leveraging our reputation for high quality work. We
      are currently engaged in discussions with prospective partners that
      reflect this strategy."

      PDI further announced that the loss from its Services segment for the
      quarter ended December 31, 2001 exceeded the previously estimated loss of
      approximately $0.23 per share, primarily attributable to Evista sales not
      achieving PDI's contractual baselines for the period which resulted in no
      Evista revenue contribution for the fourth quarter. The preliminary
      guidance of a loss of $0.23 was based upon an expected operating loss of
      approximately $6 million. The reported operating loss will be
      approximately $11 million. The strong Ceftin program results more than
      offset the Services segment shortfall.

      Other factors which impacted the Company's fourth quarter results included
      positive contributions from Lotensin, which exceeded previously revised
      expectations. Further, Lotrel and Quixin produced results consistent with
      expectations. Additionally, the Company noted that its newly created
      Medical Device and Diagnostic business, which acquired In-Serve Support
      Solutions, a privately held leading provider of after sales support,
      clinical education and hospital-based sales efforts, in September 2001,
      was on target. Results from contract sales, including the shared sales
      group, as well as the research and communications units were all on
      target. Also, during the quarter the Company wrote-off its $1.9 million
      investment in In2Focus Contract Sales Limited, which will be reflected as
      a charge to other income and will likely be treated as a capital loss for
      tax purposes. Since the Company does not anticipate having offsetting
      capital gains there will not be any immediate tax benefit and therefore
      the effective tax rate for the period will be adversely impacted.

      Regarding Evista performance, Saldarini stated, "The 4th quarter Evista
      results were disappointing since we had hoped for a revenue contribution
      in the period. We are working actively with our partner to monitor our
      progress and we are working to leverage the sales asset we have fielded
      with additional products."

      Given the variables impacting the implementation of its business strategy,
      PDI further announced that it will not provide quarterly guidance on its
      projected 2002

                                       3
results and will comment on current consensus estimates only by
      identifying those factors which could improve or detract from already
      published estimates.

      The Company cited several reasons for its decision regarding forward
      statements about earnings, including uncertainties about the size, scope,
      timing and investments related to new business development and a stagnant
      contract sales market, partially related to slower FDA approval activity.

      Saldarini stated, "The range of earnings outcomes is wide and complicated
      by the changing nature of our business model. We are continuing to move
      aggressively to brand PDI as a commercial partner and therefore as more
      than simply a dominant contract sales organization. The result of those
      efforts to date is active dialogs with prospective partners that include
      co-promotion opportunities for our existing sales force capacity, product
      licensing and product acquisition opportunities. We will provide updates
      on these developments as appropriate."

      Webcast and Conference Call

      PDI will conduct a live webcast of its Earnings Release Briefing at 9:00
      AM EDT on Wednesday, February 20, 2002. The live webcast of the event will
      be accessible through PDI's website, www.pdi-inc.com and will be archived
      on the website for future on-demand replay. For those without Internet
      access, the call can be accessed by dialing 1-800-233-2795 and asking for
      conference ID - PDI.

      Company Background & Strategy

      PDI is an innovative sales and marketing company serving the
      pharmaceutical, biotech, and medical devices and diagnostics industries.
      Partnering with clients, PDI provides product-specific programs designed
      to maximize profitability throughout a product's lifecycle, from
      pre-launch through maturity. With proven industry experience, PDI has the
      demonstrated ability to deliver results.

      PDI is recognized as an industry-leader based on its track record of
      innovation and its ability to keep pace in a rapidly changing industry.
      PDI leverages its expertise in sales, brand management and product
      marketing, marketing research, medical education, medical affairs, and
      managed markets and trade relations to create solutions that meet
      strategic objectives and provide incremental value for product sales. For
      more information, visit PDI's website at www.pdi-inc.com.

This press release contains forward-looking statements regarding the timing and
financial impact of the Company's ability to implement its business plan,
expected revenues, earnings per share and success during the year 2002. These
statements involve a number of risks and uncertainties and are based on
assumptions involving judgments with respect to future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond PDI's control.
Some of the important factors that could cause actual results to differ
materially from those indicated

                                       4
by the forward-looking statements are general economic conditions, changes in
our operating expenses, adverse patent developments, competitive pressures,
changes in customer and market requirements and standards, and the risk factors
detailed from time to time in PDI's periodic reports and registration statements
filed with the Securities and Exchange Commission, including without limitation
PDI's Annual Report on Form 10-K filed for the year ended December 31, 2000 and
Quarterly Report on Form 10-Q for the quarter ended September 30, 2001. The
forward looking-statements in this press release are based upon management's
reasonable belief as of the date hereof. PDI disclaims any obligation to update
these statements.

                                       5
PDI, INC.
                           CONSOLIDATED BALANCE SHEETS
December 31,
                                                                                         -----------------------------
                                                                                            2001                2000
                                                                                         ---------           ---------
                                      ASSETS                                                     (in thousands)
Current assets:
   Cash and cash equivalents ..................................................          $ 160,043           $ 109,000
   Short-term investments .....................................................              7,387               4,907
   Inventory, net .............................................................                442              36,385
   Accounts receivable, net of allowance for doubtful accounts of
     $3,692 and $250 as of December 31, 2001 and 2000, respectively ...........             52,640              84,529
   Unbilled costs and accrued profits on contracts in progress ................              6,898               2,953
   Deferred training ..........................................................              5,569               4,930
   Other current assets .......................................................              8,101               4,541
   Deferred tax asset .........................................................             19,308               4,758
                                                                                         ---------           ---------
Total current assets ..........................................................            260,388             252,003
Net property, plant & equipment ...............................................             21,044               9,965
Other long-term assets ........................................................             25,295               8,257
                                                                                         ---------           ---------
Total assets ..................................................................          $ 306,727           $ 270,225
                                                                                         =========           =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable ...........................................................          $   9,493           $  31,328
   Accrued rebates and sales discounts ........................................             68,403              24,368
   Accrued contract losses ....................................................             12,256                  --
   Accrued incentives .........................................................             23,023              19,824
   Accrued salaries and wages .................................................              7,167               6,568
   Unearned contract revenue ..................................................             10,878              23,813
   Other accrued expenses .....................................................             22,045              25,382
                                                                                         ---------           ---------
Total current liabilities .....................................................            153,265             131,283
                                                                                         ---------           ---------
Long-term liabilities:
   Deferred compensation ......................................................                 65                 169
   Deferred tax liability .....................................................              3,272                 663
                                                                                         ---------           ---------
Total long-term liabilities ...................................................              3,337                 832
                                                                                         ---------           ---------
Total liabilities .............................................................          $ 156,602           $ 132,115
                                                                                         ---------           ---------

Stockholders' equity:
   Common stock, $.01 par value; 100,000,000 shares authorized; shares
     issued and outstanding, 2001 - 13,983,485; 2000 - 13,837,390;
     restricted $.01 par value; shares issued and outstanding,  2001,- 7,972;
     2000 - 7,972 .............................................................          $     140           $     138
   Preferred stock, $.01 par value, 5,000,000 shares
     authorized, no shares issued and outstanding .............................                 --                  --
Additional paid-in capital ....................................................            102,757              96,945
Additional paid-in capital, restricted ........................................                217                 217
Retained earnings .............................................................             48,008              41,654
Accumulated other comprehensive (loss) ........................................                (79)                (34)
Unamortized compensation costs ................................................               (808)               (810)
Treasury stock, at cost: 2001 - 5,000 shares and 2000 - 0 shares ..............               (110)                 --
                                                                                         ---------           ---------
Total stockholders' equity ....................................................          $ 150,125           $ 138,110
                                                                                         ---------           ---------
Total liabilities & stockholders' equity ......................................          $ 306,727           $ 270,225
                                                                                         =========           =========
6
PDI, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (in thousands, except share and per share data)
Three Months Ended December 31,   Twelve Months Ended December 31,
                                                                 -------------------------------   --------------------------------
                                                                      2001              2000            2001             2000
                                                                 -------------      ------------   -------------    ---------------
                                                                                           (unaudited)
Revenue
   Service, net .............................................     $     67,264      $    84,422      $   281,269     $   315,867
   Product, net .............................................          196,638          101,008          415,314         101,008
                                                                  ------------      -----------      -----------     -----------
       Total revenue, net ...................................          263,902          185,430          696,583         416,875
                                                                  ------------      -----------      -----------     -----------
Cost of goods and services
   Program expenses (including related party amounts of
     $73 and $322 for the quarters ended December 31, 2001
     and 2000, and $758 and $2,117 for the twelve months
     ended December 31, 2001 and 2000, respectively)  .......           63,926           63,894          232,171         235,355
   Cost of goods sold .......................................          161,069           68,997          328,629          68,997
                                                                  ------------      -----------      -----------     -----------
       Total cost of goods and services .....................          224,995          132,891          560,800         304,352
                                                                  ------------      -----------      -----------     -----------

Gross profit ................................................           38,907           52,539          135,783         112,523

Compensation expense ........................................            9,804            9,787           39,263          32,820
Other selling, general & administrative expenses ............            9,981           25,985           83,815          38,827
                                                                  ------------      -----------      -----------     -----------
   Total selling, general & administrative expenses .........           19,785           35,772          123,078          71,647
                                                                  ------------      -----------      -----------     -----------
Operating income ............................................           19,122           16,767           12,705          40,876
Other (expense) income, net .................................           (2,132)           1,941            2,275           4,864
                                                                  ------------      -----------      -----------     -----------
Income before provision for taxes ...........................           16,990           18,708           14,980          45,740
Provision for income taxes ..................................            8,711            7,840            8,626          18,712
                                                                  ------------      -----------      -----------     -----------
Net income ..................................................     $      8,279      $    10,868      $     6,354     $    27,028
                                                                  ============      ===========      ===========     ===========

Basic net income per share ..................................     $       0.59      $      0.79      $      0.46     $      2.00
                                                                  ============      ===========      ===========     ===========
Diluted net income per share ................................     $       0.59      $      0.77      $      0.45     $      1.96
                                                                  ============      ===========      ===========     ===========

Basic weighted average number of shares outstanding .........       13,968,097       13,768,203       13,885,773      13,503,061
                                                                  ============      ===========      ===========     ===========
Diluted weighted average number of shares outstanding .......       14,009,810       14,173,968       14,113,308      13,773,040
                                                                  ============      ===========      ===========     ===========
7
SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         PDI, INC.

                                         By: /s/  Charles T. Saldarini
                                             -----------------------------------
                                             Charles T. Saldarini, Vice Chairman
                                               and Chief Executive Officer

Date: February 19, 2002

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