Registration No.

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                                    PDI, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              Delaware                                 22-2919486
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                          Saddle River Executive Centre
                                1 Route 17 South
                         Saddle River, New Jersey 07458
                                 (201) 258-8450
               (Address, Including Zip Code, and Telephone Number
                  of Registrant's Principal Executive Offices)

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

                       2004 Stock Award and Incentive Plan
                            (Full Title of the Plan)

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

                                Beth R. Jacobson
        Executive Vice President, General Counsel and Corporate Secretary
                                    PDI, Inc.
                          Saddle River Executive Centre
                                1 Route 17 South
                         Saddle River, New Jersey 07458
                                 (201) 258-8450
                      (Name, Address and Telephone Number,
                   Including Area Code, of Agent for Service)

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


<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                        Proposed Maximum    Proposed Maximum     Amount of
     Title of Securities To Be         Amount To Be      Offering Price    Aggregate Offering   Registration
             Registered               Registered (1)     Per Share (2)          Price (3)           Fee
-------------------------------------------------------------------------------------------------------------
<S>                                      <C>                 <C>            <C>                   <C>
Common Stock, par value $.01 per         1,329,132           $19.98         $17,860,442           $2,102.17
share                                     shares
</TABLE>

(1)  Pursuant to Instruction E of Form S-8 and the telephonic  interpretation of
     the  Securities  and  Exchange  Commission  (the  "SEC") set forth at pages
     123-124  of the  Division  of  Corporation  Finance's  Manual  of  Publicly
     Available Telephone Interpretations, dated July 1997 (see G. Securities Act
     Forms, No. 89  ("Interpretation  89")),  29,211 shares out of the 1,329,132
     shares  registered  hereby are being  carried  forward from a  registration
     statement  filed on August 12,  1998 (File No.  333-61231)  (the "1998 Form
     S-8"), in connection with the 1998 Stock Option Plan and 406,005 shares out
     of the 1,329,132 shares  registered hereby are being carried forward from a
     registration statement filed on May 9, 2001 (File No. 333-60512) (the "2000
     Form  S-8"),  in  connection  with  the PDI  Inc.  2000  Omnibus  Incentive
     Compensation Plan, each a predecessor plan to the PDI Inc. 2004 Stock Award
     and Incentive Plan described herein. A total  registration fee of $4,057.60
     has been paid with  respect  to the 1998 Form S-8 and a total  registration
     fee of $27,666 has been paid with respect to the 2000 Form S-8. Pursuant to
     Instruction E of Form S-8 and Interpretation 89, no additional registration
     fee is due with respect to the 435,216  shares  registered  hereby that are
     being carried forward.

     This registration statement,  pursuant to Rule 416 under the Securities Act
     of 1933,  as amended (the "Act"),  covers any  additional  shares of common
     stock,  par value  $.01 per  share  ("Common  Stock"),  of PDI,  Inc.  (the
     "Registrant"),  which  become  issuable  under  the 2004  Stock  Award  and
     Incentive   Plan  by   reason   of  any  stock   dividend,   stock   split,
     recapitalization,  exchange of shares or other similar transaction effected
     without receipt of consideration which results in an increase in the number
     of shares of Common Stock outstanding.

(2)  The proposed  maximum offering price per share was estimated solely for the
     purpose of calculating the  registration fee in accordance with Rule 457(h)
     under the Act and is based on the  average  of the high and low  prices for
     the Common Stock on the NASDAQ  National  Market System on March 9, 2005 of
     $19.98 per share.

(3)  The proposed  maximum  aggregate  offering price is calculated based on the
     893,916 shares of Common Stock not being carried forward from the 1998 Form
     S-8 or the 2000 Form S-8.


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<PAGE>

                                EXPLANATORY NOTE

         The Registrant has prepared this  registration  statement in accordance
with the  requirements  of Form S-8 under  the Act,  to  register  shares of its
Common Stock pursuant to its 2004 Stock Award and Incentive Plan. Under cover of
this Form S-8 is a reoffer prospectus that the Registrant prepared in accordance
with Part I of Form S-3 under the Act.  The reoffer  prospectus  may be utilized
for reofferings  and resales of up to 1,329,132  shares of common stock acquired
by the prospective selling stockholders under the 2004 Stock Award and Incentive
Plan. (In the event of a future anti-dilution  adjustment relating to the number
of shares issuable upon exercise of the options,  the number of shares set forth
in  the  reoffer  prospectus  will  be  appropriately   adjusted.)  The  reoffer
prospectus does not contain all the  information  set forth in the  registration
statement, certain items of which are contained in schedules and exhibits to the
registration  statement as permitted  by the rules and  regulations  of the SEC.
Statements  contained  in  the  reoffer  prospectus  as to the  contents  of any
agreement,  instrument  or other  document are not  necessarily  complete.  With
respect to each such agreement, instrument or other document filed as an exhibit
to the  registration  statement,  reference  is made to the  exhibit  for a more
complete  description of the matter  involved,  and each such statement shall be
deemed qualified in its entirety by such reference.


<PAGE>


REOFFER PROSPECTUS

                                1,329,132 Shares

                                    PDI, Inc.

                                  Common Stock

         This reoffer  prospectus  relates to 1,329,132  shares of common stock,
par value $.01 per share,  of PDI,  Inc.,  or PDI,  that may be offered for sale
from time to time by the selling stockholders named herein or in a supplement to
this reoffer prospectus.  The selling  stockholders may acquire the common stock
in connection with PDI's 2004 Stock Award and Incentive Plan (the "Stock Plan").
We will not receive any proceeds  from the sale of shares of common stock by any
selling stockholder.

         You  should  read  this  prospectus  and  any  accompanying  prospectus
supplement  carefully before you make your investment  decision.  The prospectus
supplement  will  describe  the means of  distribution  for any shares of common
stock  sold by the  selling  stockholders.  For  general  information  about the
distribution of the common stock offered,  please see "Plan of  Distribution" in
this prospectus.

         PDI's common stock is listed on the NASDAQ National Market System under
the trading symbol "PDII".

         INVESTING  IN THE  COMMON  STOCK  INVOLVES  RISKS.  SEE "RISK  FACTORS"
BEGINNING ON PAGE 1.

         NEITHER THE SECURITIES AND EXCHANGE  COMMISSION,  ANY STATE  SECURITIES
COMMISSION OR ANY OTHER  REGULATORY  BODY HAS APPROVED OR  DISAPPROVED  OF THESE
SECURITIES  OR  DETERMINED IF THIS  PROSPECTUS  OR THE  ACCOMPANYING  PROSPECTUS
SUPPLEMENT  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         The date of this Reoffer Prospectus is March 14, 2005.


<PAGE>



                                TABLE OF CONTENTS

THE COMPANY....................................................................1

RISK FACTORS...................................................................1

USE OF PROCEEDS...............................................................10

SELLING STOCKHOLDERS..........................................................10

PLAN OF DISTRIBUTION..........................................................10

LEGAL MATTERS.................................................................11

EXPERTS.......................................................................11

AVAILABLE INFORMATION.........................................................11

DOCUMENTS INCORPORATED BY REFERENCE...........................................11

INDEMNIFICATION...............................................................12




<PAGE>

         You should rely only on the  information  contained or  incorporated by
reference in this prospectus and any accompanying prospectus supplement. Neither
we nor the  selling  stockholders  have  authorized  anyone to provide  you with
additional or different  information.  If anyone provided you with additional or
different  information,  you should not rely on it.  Neither we nor the  selling
stockholders  are  making an offer to sell or  soliciting  an offer to buy these
securities in any  jurisdiction  where such offer,  solicitation  or sale is not
permitted.  You should assume that the information  contained in this prospectus
and  any  accompanying  prospectus  supplement  is  accurate  only  as of  their
respective dates and that any information  incorporated by reference is accurate
only as of the date of the document  incorporated  by  reference.  Our business,
financial condition,  results of operations and prospects may have changed since
those dates.

         Unless otherwise stated or the context otherwise  requires,  references
in this  prospectus  to  "we,"  "us,"  and  "our"  refer  to PDI,  Inc.  and its
subsidiaries as a consolidated  entity,  while references to "PDI" refer only to
PDI, Inc. on a non-consolidated basis.

                                   THE COMPANY

      We are a diversified  sales and  marketing  services  company  serving the
biopharmaceutical and medical devices and diagnostics (MD&D) industries.

      We create and execute sales and marketing programs intended to improve the
profitability of biopharmaceutical and MD&D products. We do this by working with
companies who recognize our ability to add value to their  products and maximize
their sales performance. We have a variety of agreement types that we enter into
with our clients.  In these  agreements,  we leverage our  experience  in sales,
medical  education and marketing  research to help our partners and clients meet
strategic and financial objectives.

      We have  assembled our commercial  capabilities  through  organic  growth,
acquisitions,  and internal  expansion.  These  capabilities can be applied on a
stand-alone or integrated basis.  This flexibility  enables us to provide a wide
range of marketing  and  promotional  options  that can benefit  many  different
products throughout the various stages of their life cycles.

      It is important for us to form strong  relationships with companies within
the biopharmaceutical  and MD&D industries.  Our focus is to achieve operational
excellence that delivers the desired product sales results.

      We are among the leaders in outsourced sales and marketing services in the
U.S.  We  have  designed  and  implemented   programs  for  many  of  the  major
pharmaceutical   companies   serving  the  U.S.  market.   Our  clients  include
AstraZeneca   PLC   (AstraZeneca),    GlaxoSmithKline   PLC   (GSK),    Novartis
Pharmaceutical  Corporation (Novartis),  Pfizer Inc. (Pfizer) and Sanofi-Aventis
AG  (Sanofi-Aventis),  as  well  as  many  small  and  specialty  pharmaceutical
companies.  Our  relationships  are built on consistent  performance and program
results.

                  Our  clients  engage us on a  contractual  basis to design and
implement  promotional  programs  for  both  prescription  and  over-the-counter
products.  The programs are designed to increase  product sales and are tailored
to meet the  specific  needs of the product and the client.  These  services are
provided  predominantly  on a fee for service basis.  Occasionally,  there is an
opportunity  for us to  earn  incentives  if we  meet  or  exceed  predetermined
performance targets. Contracts may also be terminated for cause, or we may incur
specific penalties if we fail to meet stated performance benchmarks.

                                  RISK FACTORS

         Prospective  investors should  carefully  review the following  factors
together with the other  information  contained in, or incorporated by reference
into, this prospectus and any accompanying prospectus supplement prior to making
an investment decision.

         In  addition to the other  information  provided  in our  reports,  you
should  carefully  consider the following  factors in  evaluating  our business,
operations  and financial  condition.  Additional  risks and  uncertainties  not
presently  known to us, that we currently deem immaterial or that are similar to
those faced by other  companies in our industry or business in general,  such as
competitive conditions,  may also impair our business operations. The


<PAGE>

occurrence of any of the following risks could have a material adverse effect on
our business,  financial  condition and results of  operations.  You should also
refer to the other information included in this prospectus.

OUR SERVICE  BUSINESSES DEPEND ON EXPENDITURES BY COMPANIES IN THE LIFE SCIENCES
INDUSTRIES.

      Our  service   revenues  depend  on   promotional,   marketing  and  sales
expenditures  by  companies  in the  life  sciences  industries,  including  the
pharmaceutical,  MD&D and biotechnology industries.  Promotional,  marketing and
sales  expenditures by pharmaceutical  manufacturers  have in the past been, and
could in the future be, negatively impacted by, among other things, governmental
reform  or  private   market   initiatives   intended  to  reduce  the  cost  of
pharmaceutical   products   or   by   governmental,   medical   association   or
pharmaceutical  industry  initiatives  designed to regulate  the manner in which
pharmaceutical  manufacturers promote their products.  Furthermore, the trend in
the life sciences  industries toward  consolidation may result in a reduction in
overall sales and marketing  expenditures and,  potentially,  a reduction in the
use of contract sales and marketing services providers.

CHANGES IN OUTSOURCING TRENDS IN THE PHARMACEUTICAL AND BIOTECHNOLOGY INDUSTRIES
COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS,  FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND GROWTH RATE.

      Our  business  and  growth  depend  in  large  part  on  demand  from  the
pharmaceutical and life sciences  industries for outsourced  marketing and sales
services.  The practice of many  companies in these  industries has been to hire
outside  organizations  like us to conduct large sales and  marketing  projects.
However,  companies may elect to perform these services internally for a variety
of reasons, including the rate of new product development and U.S. Food and Drug
Administration (FDA) approval of those products, number of sales representatives
employed  internally  in  relation  to demand for or the need to promote new and
existing  products,  and competition from other  suppliers.  If these industries
reduce their  tendency to outsource  these  projects,  our  business,  financial
condition,  results of operations and growth rate could be materially  adversely
affected.

MOST OF OUR SERVICE  REVENUE IS DERIVED  FROM A LIMITED  NUMBER OF CLIENTS,  THE
LOSS OF ANY ONE OF WHICH COULD ADVERSELY AFFECT OUR BUSINESS.

      Our  revenue  and   profitability   depend  to  a  great   extent  on  our
relationships with a limited number of large pharmaceutical  companies. In 2004,
we had two major  clients  that  accounted  for  approximately  42.0% and 21.0%,
respectively,  or a total of  approximately  63.0%, of our service  revenue.  In
2003, our two major clients accounted for a total of approximately  66.5% of our
service revenue. We are likely to continue to experience a high degree of client
concentration,  particularly  if  there  is  further  consolidation  within  the
pharmaceutical  industry.  The loss or a significant  reduction of business from
any of our major clients could have a material  adverse  effect on our business,
financial condition and results of operations. For example, in December 2004, we
announced  a  reduction  in the  aggregate  number  of  representatives  that we
deployed  for  AstraZeneca.  This  reduction  is expected  to  decrease  revenue
generated from AstraZeneca in 2005 by approximately $60.0 million as compared to
revenues generated in 2004.

PRODUCT LIABILITY CLAIMS COULD HARM OUR BUSINESS.

      We could face substantial product liability claims in the event any of the
pharmaceutical  and medical  device  products we market now or in the future are
alleged to cause negative  reactions or adverse side effects or in the event any
of these products  causes  injury,  is alleged to be unsuitable for its intended
purpose or is alleged to be otherwise defective. For example, we have been named
in numerous  lawsuits as a result of our  detailing  of  Baycol(R)  on behalf of
Bayer Corporation (Bayer). Product liability claims, regardless of their merits,
could be costly and  divert  management's  attention,  or  adversely  affect our
reputation  and the demand for our products.  Although we currently have product
liability  insurance in the aggregate amount of $10.0 million,  we cannot assure
you that our insurance  will be sufficient to cover fully all potential  claims.
Also,  adequate  insurance  coverage  might not be  available  in the  future at
acceptable costs, if at all.

<PAGE>

IF WE DO NOT MEET  PERFORMANCE  GOALS  SET IN OUR  INCENTIVE-BASED  AND  REVENUE
SHARING ARRANGEMENTS, OUR PROFITS COULD SUFFER.

      We sometimes enter into  incentive-based and revenue sharing  arrangements
with  pharmaceutical  companies.  Under  incentive-based  arrangements,  we  are
typically paid a fixed fee and, in addition, have an opportunity to increase our
earnings  based on the market  performance  of the  products  being  detailed in
relation  to  targeted  sales  volumes,  sales  force  performance  metrics or a
combination thereof. Additionally,  certain of our service contracts may contain
penalty provisions pursuant to which our fees may be significantly reduced if we
do not meet certain performance  metrics, for example number and timing of sales
calls,   physician  reach,   territory  vacancies  and/or  sales  representative
turnover.  Under revenue sharing arrangements,  our compensation is based on the
market  performance  of the  products  being  detailed,  usually  expressed as a
percentage of product sales.  These types of  arrangements  transfer some market
risk from our  clients  to us. In  addition,  these  arrangements  can result in
variability in revenue and earnings due to seasonality of product usage, changes
in market share,  new product  introductions,  overall  promotional  efforts and
other market related factors. As an example, in October 2001, we entered into an
agreement with Eli Lilly to copromote  Evista(R) in the U.S. under which we were
to receive payments once product net sales exceeded a  pre-determined  baseline.
The net sales of Evista  were  insufficient  for us to achieve  our  revenue and
profit  goals and as a result we  incurred an  operating  loss for 2002 of $35.1
million on this contract,  consisting of $28.9 million from operating activities
and $6.2 million in unused sales force  capacity.  This contract was  terminated
effective December 31, 2002.

OUR SERVICE CONTRACTS ARE GENERALLY SHORT-TERM  AGREEMENTS AND ARE CANCELABLE AT
ANY TIME, WHICH MAY RESULT IN LOST REVENUE AND ADDITIONAL COSTS AND EXPENSES.

      Our  service  contracts  are  generally  for a term of one to three  years
(certain of our operating  entities have contracts of shorter duration) and many
may be  terminated  by the  client  at any  time for any  reason.  Additionally,
certain of our clients  have the ability to  significantly  reduce the number of
representatives we deploy on their behalf. For example, as discussed above, as a
result  of the  reduction  in the  number of  representatives  we  deployed  for
AstraZeneca  and  the  early   termination  of  our  fee  for  service  contract
arrangement  with Novartis,  we expect to generate  approximately  $60.0 million
less revenue from our AstraZeneca relationship in 2005 than we realized in 2004,
and $28.9 million of originally anticipated revenue associated with the Novartis
contract in 2004 was not realized. The termination or significant reduction of a
contract by one of our major clients not only results in lost revenue,  but also
may  cause  us to  incur  additional  costs  and  expenses.  All  of  our  sales
representatives are employees rather than independent contractors.  Accordingly,
when  a  contract  is  significantly  reduced  or  terminated,   unless  we  can
immediately  transfer the related  sales force to a new program,  we must either
continue to compensate those employees,  without  realizing any related revenue,
or terminate their employment.  If we terminate their  employment,  we may incur
significant  expenses relating to their  termination.  The loss,  termination or
significant  reduction  of a large  contract or the loss of  multiple  contracts
could have a material  adverse effect on our business,  financial  condition and
results of operations.

WE MAY MAKE  ACQUISITIONS  IN THE FUTURE  WHICH MAY LEAD TO  DISRUPTIONS  TO OUR
ONGOING BUSINESS.

      Historically,  we have made a number of acquisitions  and will continue to
review new acquisition opportunities. If we are unable to successfully integrate
an acquired company,  the acquisition could lead to disruptions to our business.
The success of an acquisition will depend upon, among other things,  our ability
to:

o    assimilate the operations and services or products of the acquired company;

o    integrate new personnel due to the acquisition;

o    retain and motivate key employees;

o    retain customers; and

o    minimize  the  diversion  of  management's  attention  from other  business
     concerns.

      In the event that the  operations of an acquired  business do not meet our
performance  expectations,  we may have to restructure the acquired  business or
write-off  the  value of some or all of the  assets  of the  acquired  business,
including   goodwill  and  other  intangible   assets   identified  at  time  of
acquisition.

<PAGE>

WE AND TWO OF OUR OFFICERS ARE DEFENDANTS IN A CLASS ACTION SHAREHOLDER  LAWSUIT
WHICH COULD DIVERT OUR TIME AND ATTENTION FROM MORE PRODUCTIVE ACTIVITIES.

      Beginning on January 24, 2002,  several  purported class action complaints
were filed in the U.S. District Court for the District of New Jersey, against us
and certain of our officers on behalf of persons who  purchased our common stock
during the period between May 22, 2001 and August 12, 2002. On May 23, 2002, the
court  consolidated  these suits into a single class action lawsuit.  We believe
that meritorious  defenses exist to the allegations asserted in this lawsuit and
we intend to  vigorously  defend this  action.  Although we  currently  maintain
director and officer liability insurance coverage, there is no assurance that we
will  continue  to maintain  such  coverage  or that any such  coverage  will be
adequate to offset potential damages.

OUR  FAILURE,  OR THAT OF OUR  CLIENTS,  TO COMPLY  WITH  APPLICABLE  HEALTHCARE
REGULATIONS  COULD LIMIT,  PROHIBIT OR OTHERWISE  ADVERSELY  IMPACT OUR BUSINESS
ACTIVITIES.

      Various  laws,  regulations  and  guidelines  established  by  government,
industry and professional bodies affect,  among other matters, the provision of,
licensing,  labeling, marketing,  promotion, sale and distribution of healthcare
services  and  products,   including   pharmaceutical  and  MD&D  products.   In
particular,  the  healthcare  industry is governed by various  federal and state
laws  pertaining to healthcare  fraud and abuse,  including  prohibitions on the
payment or  acceptance  of  kickbacks  or other  remuneration  in return for the
purchase  or lease of  products  that are  paid  for by  Medicare  or  Medicaid.
Sanctions  for  violating  these  laws  include  civil  and  criminal  fines and
penalties and possible  exclusion from  Medicare,  Medicaid and other federal or
state healthcare programs. Although we believe our current business arrangements
do not  violate  these  federal  and state  fraud and abuse  laws,  we cannot be
certain that our business  practices will not be challenged  under these laws in
the future or that a challenge  would not have a material  adverse effect on our
business,  financial  condition and results of operations.  Our failure,  or the
failure of our clients,  to comply with these laws,  regulations and guidelines,
or any change in these laws, regulations and guidelines may, among other things,
limit or prohibit our business activities or those of our clients, subject us or
our clients to adverse publicity, increase the cost of regulatory compliance and
insurance  coverage  or subject us or our  clients  to  monetary  fines or other
penalties.

OUR  INDUSTRY  IS HIGHLY  COMPETITIVE  AND OUR  FAILURE TO  ADDRESS  COMPETITIVE
DEVELOPMENTS  PROMPTLY  WILL LIMIT OUR ABILITY TO RETAIN AND INCREASE OUR MARKET
SHARE.

      Our primary  competitors for sales and marketing services include in-house
sales and marketing  departments  of  pharmaceutical  companies,  other contract
sales  organizations   (CSOs)  and  medical  education  and  marketing  research
providers. There are relatively few barriers to entry in the businesses in which
we compete and, as the industry  continues to evolve, new competitors are likely
to emerge. Many of our current and potential  competitors are larger than we are
and have  substantially  greater capital,  personnel and other resources than we
have. Increased  competition may lead to competitive practices that could have a
material  adverse effect on our market share, our ability to source new business
opportunities, our business, financial condition and results of operations.

OUR STOCK PRICE IS VOLATILE  AND COULD BE FURTHER  AFFECTED BY EVENTS NOT WITHIN
OUR CONTROL.  IN 2004, OUR STOCK TRADED AT A LOW OF $18.94 AND A HIGH OF $33.23.
IN 2003, OUR STOCK TRADED AT A LOW OF $6.86 AND A HIGH OF $31.71.

      The market for our common  stock is  volatile.  The  trading  price of our
common stock has been and will continue to be subject to:

o    volatility in the trading markets generally;

o    significant fluctuations in our quarterly operating results;

o    announcements regarding our business or the business of our competitors;

o    industry developments;

o    regulatory developments;

o    changes in revenue mix;

o    changes in revenue and revenue  growth rates for us and for our industry as
     a whole; and

<PAGE>

o    statements or changes in opinions,  ratings or earnings  estimates  made by
     brokerage  firms or industry  analysts  relating to the markets in which we
     operate or expect to operate.

OUR QUARTERLY REVENUES AND OPERATING RESULTS MAY VARY, WHICH MAY CAUSE THE PRICE
OF OUR COMMON STOCK TO FLUCTUATE.

      Our  quarterly  operating  results  may  vary as a result  of a number  of
factors, including:

o    the commencement, delay, cancellation or completion of programs;

o    regulatory developments;

o    uncertainty   related  to  compensation  based  on  achieving   performance
     benchmarks;

o    the mix of services provided;

o    the mix of programs -- i.e., contract sales,  medical education,  marketing
     research;

o    the  timing  and amount of  expenses  for  implementing  new  programs  and
     services and acquiring license rights for products;

o    the accuracy of estimates of resources required for ongoing programs;

o    the timing and integration of acquisitions;

o    changes in regulations related to pharmaceutical companies; and

o    general economic conditions.

      In  addition,  in the case of revenue  related to  service  contracts,  we
recognize  revenue as services are performed,  while program  costs,  other than
training costs, are expensed as incurred.  As a result,  during the first two to
three months of a new contract,  we may incur  substantial  expenses  associated
with  implementing  that new program without  recognizing any revenue under that
contract. This could have a material adverse impact on our operating results and
the price of our common  stock for the  quarters  in which  these  expenses  are
incurred.  For these and other reasons, we believe that quarterly comparisons of
our financial  results are not  necessarily  meaningful and should not be relied
upon as an indication of future  performance.  Fluctuations in quarterly results
could  materially  adversely  affect the market  price of our common  stock in a
manner unrelated to our long-term operating performance.

WE MAY REQUIRE  ADDITIONAL  FUNDS IN ORDER TO IMPLEMENT  OUR  EVOLVING  BUSINESS
MODEL.

      We may require additional funds in order to:

o    pursue other business opportunities or meet future operating requirements;

o    develop incremental marketing and sales capabilities;

o    acquire other services businesses;

o    license or acquire additional  pharmaceutical or medical device products or
     technologies; and/or

o    pursue regulatory approvals.

      We may seek  additional  funding  through public or private equity or debt
financing  or  other  arrangements  with  collaborative  partners.  If we  raise
additional  funds by issuing  equity  securities,  further  dilution to existing
stockholders  may result.  In  addition,  as a condition  to  providing  us with
additional  funds,  future  investors  may demand,  and may be  granted,  rights
superior to those of existing  stockholders.  We cannot be sure,  however,  that
additional  financing  will be  available  from  any of  these  sources  or,  if
available,  will be available on  acceptable or  affordable  terms.  If adequate
additional  funds are not  available,  we may be required  to delay,  reduce the
scope of, or eliminate one or more of our growth strategies.

IF WE ARE UNABLE TO ATTRACT KEY EMPLOYEES AND  CONSULTANTS,  WE MAY BE UNABLE TO
SUPPORT THE GROWTH OF OUR BUSINESS.

      Successful  execution of our business strategy depends,  in large part, on
our  ability to attract and retain  qualified  management,  marketing  and other
personnel  with the skills and  qualifications  necessary  to fully  execute our
programs  and  strategy.  Competition  for  personnel  among  companies  in  the
pharmaceutical industry is intense and we cannot assure you that we will be able
to continue to attract or retain the  personnel  necessary to support the growth
of our business.

<PAGE>

OUR  BUSINESS  MAY  SUFFER IF WE FAIL TO  ATTRACT  AND  RETAIN  QUALIFIED  SALES
REPRESENTATIVES.

      The success and growth of our  business  depends on our ability to attract
and retain  qualified  pharmaceutical  sales  representatives.  There is intense
competition   for   pharmaceutical   sales   representatives   from   CSOs   and
pharmaceutical  companies.  On  occasion,  our  clients  have  hired  the  sales
representatives  that we trained to detail their products.  We cannot be certain
that we can  continue to attract and retain  qualified  personnel.  If we cannot
attract and retain qualified sales personnel,  we will not be able to expand our
teams  business and our ability to perform under our existing  contracts will be
impaired.

OUR BUSINESS WILL SUFFER IF WE LOSE CERTAIN KEY MANAGEMENT PERSONNEL.

      The  success of our  business  also  depends on our ability to attract and
retain qualified senior management,  and financial and administrative  personnel
who  are in  high  demand  and  who  often  have  multiple  employment  options.
Currently, we depend on a number of our senior executives,  including Charles T.
Saldarini,  our  chief  executive  officer  and vice  chairman  of our  board of
directors,  Steven K. Budd, our president,  global sales and marketing services,
and Bernard C. Boyle, our chief financial  officer.  The loss of the services of
any one or more of these  executives could have a material adverse effect on our
business, financial condition and results of operations. Except for a $5 million
key-man  life  insurance  policy on the life of Mr.  Saldarini  and a $3 million
policy  on the  life of Mr.  Budd  and  life  insurance  policies  on two  other
executives,  we do  not  maintain  and do not  contemplate  obtaining  insurance
policies on any of our employees.

OUR  CONTROLLING  STOCKHOLDER  CONTINUES TO HAVE EFFECTIVE  CONTROL OF US, WHICH
COULD  DELAY OR PREVENT A CHANGE IN  CORPORATE  CONTROL  THAT MAY  OTHERWISE  BE
BENEFICIAL TO OUR STOCKHOLDERS.

      John P. Dugan, our chairman,  beneficially owns approximately 33.0% of our
outstanding  common  stock.  As a result,  Mr.  Dugan  will be able to  exercise
substantial control over the election of all of our directors,  and to determine
the outcome of most corporate actions requiring stockholder approval,  including
a merger with or into another company,  the sale of all or substantially  all of
our assets and amendments to our certificate of incorporation.

WE HAVE  ANTI-TAKEOVER  DEFENSES THAT COULD DELAY OR PREVENT AN ACQUISITION  AND
COULD ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK.

      Our certificate of incorporation  and bylaws include  provisions,  such as
providing  for three  classes of  directors,  which are  intended to enhance the
likelihood  of  continuity  and  stability  in the  composition  of our board of
directors.  These  provisions may make it more difficult to remove our directors
and  management  and may  adversely  affect  the price of our common  stock.  In
addition,  our  certificate of  incorporation  authorizes the issuance of "blank
check"  preferred  stock.  This  provision  could have the  effect of  delaying,
deterring  or  preventing a future  takeover or a change in control,  unless the
takeover or change in control is approved by our board of directors, even though
the transaction might offer our stockholders an opportunity to sell their shares
at a price above the current market price.


RISK FACTORS MORE CLOSELY ASSOCIATED WITH THE PPG SEGMENT OF OUR BUSINESS:

WE MAY  CONTINUE TO REVIEW  OPPORTUNITIES  FOR THE PPG SEGMENT OF OUR  BUSINESS,
WHICH MAY INCLUDE COPROMOTION AND EXCLUSIVE DISTRIBUTION  ARRANGEMENTS,  AS WELL
AS LICENSING AND BRAND  OWNERSHIP OF PRODUCTS.  WE CANNOT ASSURE YOU THAT WE CAN
SUCCESSFULLY DEVELOP THIS BUSINESS.

      Notwithstanding  the fact that we had only  approximately  $2.9 million in
revenue from the PPG segment of our business in 2004,  we may continue to review
opportunities which may include copromotion,  distribution arrangements, as well
as licensing and brand ownership of products.  These types of  arrangements  can
significantly increase our operating expenditures in the short-term.  Typically,
these  agreements  require  significant  "upfront"  payments,  minimum  purchase
requirements,   minimum  royalty   payments,   payments  to  third  parties  for
production,   inventory  maintenance  and  control,  distribution  services  and
accounts receivable administration, as well as sales and marketing expenditures.
In addition,  particularly  where we license or acquire products before they are
approved for commercial use, we may be required to incur significant  expense to
gain the required regulatory approvals. As a


<PAGE>

result,  our working  capital balance and cash flow position could be materially
and  adversely  affected  until the  products  in question  become  commercially
viable,  if ever.  The risks that we face in  developing  the PPG segment of our
business may increase in proportion with:

o    the number and types of products covered by these types of agreements;

o    the applicable stage of the drug regulatory  process of the products at the
     time we enter into these agreements; and

o    our control over the manufacturing, distribution and marketing processes.

      In December 2002, we acquired from Cellegy Pharmaceuticals, Inc. (Cellegy)
the exclusive right to market and sell Fortigel(TM),  a transdermal testosterone
gel for the treatment of male  hypogonadism in the U.S., Puerto Rico, Mexico and
Canada.  While we have  entered  into  copromotion  and  exclusive  distribution
arrangements in the past, the license  agreement we entered into with Cellegy on
December 31, 2002  regarding  Fortigel (the Cellegy  License  Agreement) was our
first  licensing  arrangement.  We paid an initial $15.0 million license fee and
another $10.0 million incremental license fee milestone payment is due after the
product has all FDA  approvals  (if such  approvals  are  obtained)  required to
promote, sell and distribute the product in the U.S. If the drug is approved, in
addition  to  paying  Cellegy  a royalty  based on net  sales,  all of the costs
associated with  manufacturing  the drug,  distributing it, as well as sales and
marketing  expenditures  would  be our  obligation.  If  additional  testing  is
required after the drug is approved for sale in the U.S.,  the costs  associated
with those tests are our obligation as well. Furthermore, if we want to sell the
drug in  Mexico  and  Canada,  we must  fund  the  regulatory  process  in those
countries.

      In July 2003,  Cellegy  received a letter from the FDA  rejecting  its New
Drug  Application  (NDA) for  Fortigel.  In  December  2003,  we filed a lawsuit
against Cellegy as we believed they fraudulently induced us to enter the Cellegy
License  Agreement  and for  breaching  certain  obligations  under the  Cellegy
License  Agreement.  (SEE the Risk Factor  describing the Cellegy  litigation in
this section, below.) Cellegy has told us that, in the first quarter of 2005, it
received  FDA  approval  for the  protocol  parameters  for a new  Phase 3 study
proposed by Cellegy to the FDA. We do not know when,  or even  whether,  Cellegy
will conduct  such a new Phase 3 study,  and cannot  predict with any  certainty
whether the FDA will ultimately approve Fortigel for sale in the U.S.

WE ARE  INVOLVED  IN  LAWSUITS  WITH  CELLEGY  CONCERNING  THE  CELLEGY  LICENSE
AGREEMENT.

       On December 12, 2003,  we filed a complaint  against  Cellegy in the U.S.
District Court for the Southern District of New York. The complaint alleges that
Cellegy  fraudulently  induced us to enter into the Cellegy License Agreement on
December 31, 2002. The complaint also alleges claims for  misrepresentation  and
breach of contract related to the Cellegy License  Agreement.  In the complaint,
we seek,  among other things,  rescission of the Cellegy  License  Agreement and
return of the $15.0 million we paid Cellegy.  After we filed this lawsuit,  also
on December 12, 2003,  Cellegy filed a complaint against us in the U.S. District
Court for the  Northern  District of  California.  Cellegy's  complaint  seeks a
declaration  that  Cellegy did not  fraudulently  induce us to enter the Cellegy
License  Agreement and that Cellegy has not breached its  obligations  under the
Cellegy  License  Agreement.  We are unable to predict the  ultimate  outcome of
these lawsuits.  The trial is scheduled to commence during the second quarter of
2005. Material legal expense has been and is expected to continue to be incurred
in  connection  with  this  lawsuit;  however,  at this  time we are not able to
estimate the magnitude of the expense.

WE RELY ON THIRD  PARTIES  TO  MANUFACTURE  ALL OF OUR  PRODUCTS  AND SUPPLY RAW
MATERIALS. OUR DEPENDENCE ON THESE THIRD PARTIES MAY RESULT IN UNFORESEEN DELAYS
OR OTHER PROBLEMS BEYOND OUR CONTROL, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT
ON  OUR  BUSINESS,  FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS  AND  OUR
REPUTATION.

      We do not  manufacture  any  products  and expect to continue to depend on
third  parties to provide us with  sufficient  quantities  of  products  to meet
demand.  As a result, we cannot assure you that we will always have a sufficient
supply of  products  on hand to satisfy  demand or that the  products we do have
will meet our specifications.  This risk is more acute in those situations where
we have no control  over the  manufacturers.  For example,  the Cellegy  License
Agreement  obligates  us to purchase all  quantities  of the product from PanGeo
Pharma  Inc.  (PanGeo),  a  third-party  manufacturer  with  which  we  have  no
contractual   relationship   and  to  which   Cellegy  has   granted   exclusive
manufacturing rights. If there are any problems with this contract manufacturer,
the supply of product could be temporarily halted until either PanGeo is able to
get their  facilities back on-line or we are able to source another supplier for
the product.  This  manufacturing  shutdown could have a material  impact on the
future


<PAGE>

demand for the  product  and thus could  have a material  adverse  effect on our
business,  financial  condition and results of  operations.  Even if third-party
manufacturers comply with the terms of their supply  arrangements,  we cannot be
certain  that supply  interruptions  will not occur or that our  inventory  will
always be adequate.  Numerous factors could cause interruptions in the supply of
our  finished  products,  including  shortages  in raw  materials,  strikes  and
transportation difficulties. Any disruption in the supply of raw materials or an
increase in the cost of raw  materials to our supplier  could have a significant
effect on its ability to supply us with products.

      In addition, manufacturers of products requiring FDA approval are required
to  comply  with  FDA  mandated  standards,  referred  to as good  manufacturing
practices,  relating not only to the manufacturing process but to record-keeping
and  quality  control  activities  as  well.  Furthermore,   they  must  pass  a
pre-approval  inspection  of  manufacturing  facilities  by the FDA and  foreign
authorities  before obtaining  marketing  approval,  and are subject to periodic
inspection by the FDA and  corresponding  foreign  regulatory  authorities under
reciprocal  agreements with the FDA. These  inspections may result in compliance
issues that could  prevent or delay  marketing  approval or require  significant
expenditures on corrective measures.

      If for any reason we are unable to obtain or retain our relationships with
third-party  manufacturers on commercially  acceptable terms, or if we encounter
delays or difficulties with contract manufacturers in producing or packaging our
products,  the  distribution,  marketing and subsequent  sales of these products
would be  adversely  affected,  and we may have to seek  alternative  sources of
supply.  We cannot  assure  you that we will be able to  maintain  our  existing
manufacturing  relationships  or enter into new ones on commercially  acceptable
terms, if at all.

OUR LICENSE  AGREEMENTS MAY REQUIRE US TO MAKE MINIMUM PAYMENTS TO THE LICENSOR,
REGARDLESS OF THE REVENUE DERIVED UNDER THE LICENSE,  WHICH COULD FURTHER STRAIN
OUR WORKING CAPITAL AND CASH FLOW POSITION. IN ADDITION, THESE AGREEMENTS MAY BE
NONEXCLUSIVE OR MAY CONDITION EXCLUSIVITY ON MINIMUM SALES LEVELS.

      Under the Cellegy  License  Agreement,  we are  required  to make  certain
minimum  royalty  payments  to Cellegy  once the product is approved by the FDA,
assuming such an approval  occurs.  If the Cellegy  product fails to gain market
acceptance,  we would still be required to make these minimum royalty  payments.
This would  likely have a material  adverse  effect on our  business,  financial
condition and results of operations.  In addition, the Cellegy License Agreement
requires us to satisfy  certain  minimum net sales  requirements.  If we fail to
satisfy  these  minimum  net sales  requirements,  under  certain  circumstances
Cellegy  may, at its option,  convert our  exclusive  license to a  nonexclusive
license.  This could mean that we would face  increased  competition  from third
parties with respect to the marketing and sale of the product.

WE MAY BE UNABLE TO SECURE OR ENFORCE ADEQUATE  INTELLECTUAL  PROPERTY RIGHTS TO
PROTECT THE PRODUCTS OR TECHNOLOGIES WE ACQUIRE, LICENSE OR DEVELOP.

      Our  ability to  successfully  commercialize  newly  branded  products  or
technologies depends on our ability to secure and enforce intellectual  property
rights,  generally  patents,  and we may be unable  to do so.  To obtain  patent
protection,  we must be  able to  successfully  persuade  the  U.S.  Patent  and
Trademark Office and its foreign counterparts to issue patents on a timely basis
and  possibly in the face of  third-party  challenges.  Even if we are granted a
patent,  our rights may later be challenged or  circumvented  by third  parties.
Likewise,  a third-party may challenge our trademarks or,  alternatively,  use a
confusingly similar trademark.  The issuance of a patent is not conclusive as to
its validity or enforceability and the patent life is limited. In addition, from
time to time,  we might  receive  notices from third  parties  regarding  patent
claims  against  us.  These  types of claims,  with or without  merit,  could be
time-consuming  to  defend,  result in costly  litigation,  divert  management's
attention and resources, and cause us to incur significant expenses. As a result
of litigation  over  intellectual  property  rights,  we may be required to stop
selling a  product,  obtain a  license  from the  owner to sell the  product  in
question or use the relevant intellectual property,  which we may not be able to
obtain on  favorable  terms,  if at all,  or modify a product to avoid using the
relevant  intellectual  property.  A successful claim of infringement against us
could have a material  adverse effect on our business,  financial  condition and
results of operations.

<PAGE>

THE REGULATORY  APPROVAL PROCESS IS EXPENSIVE,  TIME CONSUMING AND UNCERTAIN AND
MAY PREVENT US FROM OBTAINING  REQUIRED APPROVALS FOR THE  COMMERCIALIZATION  OF
DRUGS AND PRODUCTS THAT WE LICENSE OR ACQUIRE.

      In those  potential  situations  where we license or acquire  ownership of
drugs or other medical or diagnostic equipment,  the product in question may not
yet be approved for sale to the public, in which case we may have the obligation
to  obtain  the  required   regulatory   approvals.   The   research,   testing,
manufacturing and marketing of drugs and other medical and diagnostic devices is
heavily  regulated in the U.S. and other  countries.  The  regulatory  clearance
process typically takes many years and is extremely expensive.  Despite the time
and expense  expended,  regulatory  clearance is never  guaranteed.  The FDA can
delay, limit or deny approval of a drug for many reasons, including:

o    safety or efficacy;

o    inconsistent or inconclusive data or test results;

o    failure  to  demonstrate  compliance  with  the  FDA's  good  manufacturing
     practices; or

o    changes in the approval process or new regulations.

THE FDA  CONTINUES TO REGULATE  THE SALE AND  MARKETING OF DRUGS AND MEDICAL AND
DIAGNOSTIC  DEVICES  EVEN AFTER THEY HAVE BEEN  APPROVED FOR SALE TO THE PUBLIC.
COMPLYING WITH THESE  REGULATIONS  MAY BE COSTLY AND OUR FAILURE TO COMPLY COULD
LIMIT OUR ABILITY TO CONTINUE MARKETING AND DISTRIBUTING THESE PRODUCTS.

      Even  after  drugs  have been  approved  for sale,  the FDA  continues  to
regulate their sale.  These  post-approval  regulatory  requirements may require
further testing and/or clinical studies, and may limit our ability to market and
distribute  the product or may limit the use of the  product.  Under the Cellegy
License  Agreement,   we  are  responsible  for  all  post-approval   regulatory
compliance. If we fail to comply with the regulatory requirements of the FDA, we
may be  subject to one or more of the  following  administrative  or  judicially
imposed sanctions:

o    warning letters;

o    civil penalties;

o    criminal penalties;

o    injunctions;

o    product seizure or detention;

o    product recalls;

o    total or partial suspension of production; and

o    FDA refusal to approve pending NDAs, or supplements to approved NDAs.

FDA APPROVAL DOES NOT GUARANTEE  COMMERCIAL  SUCCESS. IF WE FAIL TO SUCCESSFULLY
COMMERCIALIZE  OUR PRODUCTS,  OUR BUSINESS,  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS COULD BE MATERIALLY AND ADVERSELY AFFECTED.

      Even if a  product  is  approved  for  sale  to the  general  public,  its
commercial  success will depend on our marketing  efforts and  acceptance by the
general  public.  The  commercial  success of any drug or medical or  diagnostic
device depends on a number of factors, including:

o    demonstration of clinical efficacy and safety;

o    cost;

o    reimbursement policies of large third-party payors;

o    competitive products;

o    convenience and ease of administration;

o    potential advantages over alternative treatment methods;

o    marketing and distribution support; and

o    successfully creating and sustaining demand.

      We  cannot  assure  you  that  any of our  future  products  will  achieve
commercial success, regardless of how effective they may be.

<PAGE>

CONSOLIDATION OF THE WHOLESALE DISTRIBUTION NETWORK FOR PHARMACEUTICAL  PRODUCTS
COULD ADVERSELY IMPACT THE TERMS AND CONDITIONS OF OUR PRODUCT SALES.

      The  distribution   network  for  pharmaceutical   products  has  recently
experienced  significant  consolidation among wholesalers and chain stores. As a
result, a few large wholesale  distributors  control a significant  share of the
market and we have less ability to negotiate  price,  return  policies and other
terms and  related  provisions  of the sale.  If our  distribution  of  products
expands,   some  of  these  wholesalers  and  distributors  may  account  for  a
significant  portion of our product sales. Our inability to negotiate  favorable
terms  and  conditions  for  product  sales to those  wholesalers  could  have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

FAILURE  TO OBTAIN  ADEQUATE  REIMBURSEMENT  COULD  LIMIT OUR  ABILITY TO MARKET
PRODUCTS.

Our ability to commercialize products,  including licensed or acquired products,
will depend in part on the  reimbursements,  if any,  obtained from  third-party
payors such as government  health  administration  authorities,  private  health
insurers, managed care programs and other organizations.  Third-party payors are
increasingly  attempting to contain  healthcare  costs by limiting both coverage
and the level of reimbursement for pharmaceutical  products and medical devices.
Cost control  initiatives  could  decrease  the price that we would  receive for
products and affect our ability to commercialize any product. Third-party payors
also tend to discourage  use of branded  products when generic  substitutes  are
available.  As a  result,  reimbursement  may not be  available  to enable us to
maintain  price  levels  sufficient  to  realize  an  appropriate  return on our
investment in product  acquisition and  development.  If adequate  reimbursement
levels for either  newly  approved or branded  products  are not  provided,  our
business,  financial condition and results of operations could be materially and
adversely affected.


                                 USE OF PROCEEDS

         All proceeds from the sale of the common stock  offered  hereby will be
for the  account of the  selling  stockholders.  We will not  receive any of the
proceeds from the sale from time to time of the common stock offered hereby. All
expenses of  registration  incurred in  connection  with this offering are being
borne  by us,  but all  selling  and  other  expenses  incurred  by any  selling
stockholder will be borne by such selling stockholder.

                              SELLING STOCKHOLDERS

         This prospectus  covers  possible sales by our officers,  directors and
affiliates of shares they acquire through exercise of stock options,  restricted
stock  and other  common  stock-based  awards  granted  under  the  Stock  Plan.
Non-affiliates that are not named in this prospectus holding the lesser of 1,000
shares or one percent of the shares  issuable  under the Stock Plan may use this
prospectus to sell up to the lesser of 1,000 shares or one percent of the shares
issuable under the Stock Plan.  Information  regarding the selling stockholders,
including  the  number  of  shares  offered  for  sale,  will be set  forth in a
prospectus  supplement  to the  extent  required.  The  address  of the  selling
stockholders  is in care of PDI at Saddle  River  Executive  Centre,  1 Route 17
South, Saddle River, New Jersey 07458.

                              PLAN OF DISTRIBUTION

         We are  registering  the shares of common stock covered by this reoffer
prospectus for the account of the selling stockholders.

         The  selling   stockholders   may  sell  the  shares  in  one  or  more
transactions  (which may involve one or more block  transactions)  on the NASDAQ
National Market System,  in sales occurring in the public market of such system,
in privately  negotiated  transactions or in a combination of such transactions.
Each such sale may be made  either at market  prices  prevailing  at the time of
such sale or at negotiated prices. The selling stockholders may sell some or all
of the shares in transactions involving broker-dealers,  who may act as agent or
acquire  the  shares  as  principal.  Any  broker-dealer  participating  in such
transactions  as agent may receive  commissions  from the  selling  stockholders
(and,  if  they  act as  agent  for the  purchaser  of such  shares,  from  such
purchaser).  The selling  stockholders  will pay usual and  customary  brokerage
fees. Broker-dealers may agree with the selling stockholders to sell a specified
number of shares at a  stipulated  price per share  and,  to the  extent  such a
broker-dealer  is unable to do


<PAGE>

so acting as agent for the selling  stockholders,  to purchase as principals any
unsold shares at the price  required to fulfill the  respective  broker-dealer's
commitment to the selling  stockholders.  Broker-dealers  who acquire  shares as
principals may thereafter  resell such shares from time to time in  transactions
(which may involve cross and block  transactions  and which may involve sales to
and through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market,  negotiated transactions or otherwise, at
market prices  prevailing at the time of sale or at  negotiated  prices,  and in
connection  with such resales may pay to or receive from the  purchasers of such
shares commissions.

         To our  knowledge,  there is currently no agreement  with any broker or
dealer  respecting  the  sale  of the  shares  offered  hereby.  Certain  of our
executive officers  participate in 10b5-1 plans that are administered by brokers
or dealers. Upon the sale of any such shares, the selling stockholders or anyone
effecting  sales  on  behalf  of  the  selling  stockholders  may be  deemed  an
underwriter,  as that term is  defined  under  the  Securities  Act of 1933,  as
amended (the "Act").

         We will pay all costs  relating  to the  registration  of the shares of
common stock and the  preparation and  reproduction of this reoffer  prospectus.
However,  any commissions or other fees payable to  broker-dealers in connection
with any sale of the shares will be borne by the selling  stockholders  or other
party  selling  such shares.  We will not receive any proceeds  from the sale of
shares of common stock by the selling stockholders.

         In order to comply with certain states' securities laws, if applicable,
the  shares  will be  sold in such  jurisdictions  only  through  registered  or
licensed brokers or dealers. In certain states the shares may not be sold unless
the shares have been  registered or qualified for sale in such state,  or unless
an exemption form registration or qualification is available and is obtained.

                                  LEGAL MATTERS

         Beth R.  Jacobson,  who is giving an opinion  regarding the legality of
the securities  registered hereby, is Executive Vice President,  General Counsel
and Corporate  Secretary of PDI, Inc. As of March 11, 2005,  Ms.  Jacobson owned
6,250  restricted  shares of PDI's common  stock and options to purchase  35,000
shares of PDI's common stock.

                                     EXPERTS

         The financial  statements  incorporated in this prospectus by reference
to the Annual Report on Form 10-K of PDI,  Inc. for the year ended  December 31,
2004,   have   been   so   incorporated   in   reliance   on   the   report   of
PricewaterhouseCoopers LLP, independent accountants.

                              AVAILABLE INFORMATION

         PDI is subject to the informational requirements of the Exchange Act of
1934,  as amended  (the  "Exchange  Act"),  and in  accordance  therewith  files
reports,  proxy and information  statements and other  information with the SEC.
Such reports,  proxy and  information  statements and other  information  can be
inspected and copied at the Public  Reference Room  maintained by the SEC at 450
Fifth Street,  N.W.,  Washington,  D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet  site at  http://www.sec.gov  that  contains  reports,
proxy and information  statements and other  information  regarding issuers that
file  electronically  with the SEC,  including PDI. PDI's common stock is listed
and traded on the NASDAQ National Market System.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The SEC allows  "incorporation  by reference"  into this  prospectus of
information that PDI files with the SEC. This permits PDI to disclose  important
information  to  you by  referencing  these  filed  documents.  Any  information
referenced  in  this  way  is  considered  part  of  this  prospectus,  and  any
information  filed with the SEC


<PAGE>

subsequent to the date of this prospectus will automatically be deemed to update
and supersede  this  information.  PDI  incorporates  by reference the following
documents that have been filed with the SEC:

o    Registration  Statement  on Form  8-A,  dated  May 13,  1998,  relating  to
     registration of shares of PDI's common stock;

o    Annual Report on Form 10-K for the year ended December 31, 2004; and

o    Current Report on Form 8-K dated March 10, 2005.

         PDI incorporates by reference the documents listed above and any future
filings made with the SEC in accordance with Sections 13(a),  13(c), 14 or 15(d)
of the Exchange  Act prior to the filing of a  post-effective  amendment  hereto
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters all securities then remaining unsold.

         PDI will provide  without  charge to each person to whom a copy of this
prospectus has been delivered,  upon the written or oral request of such person,
a copy of any or all of the  documents  referred to above which have been or may
be  incorporated  by reference  herein  (other than  exhibits to such  documents
unless  such  exhibits  are  specifically  incorporated  by  reference  in  such
documents).  Requests  for such copies  should be directed to Beth R.  Jacobson,
Executive Vice President,  General Counsel and Corporate  Secretary,  PDI, Inc.,
(telephone (201) 258-8450).

                                 INDEMNIFICATION

         PDI's Certificate of Incorporation  provides for indemnification of its
directors, officers, employees, and agents against all expenses, liabilities and
losses,  including  attorneys' fees,  judgments,  fines,  ERISA excise taxes (or
penalties and amounts paid or to be paid in settlement)  reasonably  incurred or
suffered by such person in connection therewith to the fullest extent authorized
by the Delaware General Corporation Law. In addition, Section 145 of the General
Corporation Law of the State of Delaware  provides  generally that a person sued
as a director, officer, employee or agent of a corporation may be indemnified by
the  corporation  for expenses,  including  counsel fees,  judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with such action,  suit or  proceeding  if in the case of other than
derivative  suits, the person has acted in good faith and in a manner the person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation  (and with  respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe that the person's conduct was unlawful). In the case
of a derivative suit, a director,  officer, employee or agent of the corporation
who is not protected by the Certificate of Incorporation,  may be indemnified by
the corporation for expenses,  including  counsel fees,  actually and reasonably
incurred by the person in  connection  with defense or settlement of such action
or suit if such  person  has  acted in good  faith  and in a manner  the  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except  that no  indemnification  shall  be made in the  case of a
derivative  suit in  respect  of any  claim  as to  which a  director,  officer,
employee or agent has been adjudged to be liable to the  corporation  unless the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine that such person is fairly and reasonably  entitled to indemnity
for proper  expenses.  Indemnification  is mandatory in the case of a present or
former  director or officer who is successful on the merits in defense of a suit
against such person.

         PDI also maintains  directors' and officers' liability  insurance.  The
specific terms and provisions of the insurance policies limit such coverage.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers and persons  controlling  PDI pursuant to the
foregoing provisions, or otherwise, PDI has been informed that in the opinion of
the SEC such  indemnification  is against public policy as expressed in the Act,
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payment by PDI of expenses incurred or
paid by a  director,  officer  or  controlling  person of PDI in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  PDI
will,  unless in the  opinion of its  counsel  the  matter  has been  settled by
controlling  precedent,


<PAGE>

submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


<PAGE>


PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  are   incorporated  by  reference  in  this
registration statement:

         (a)      The  Registrant's  latest  Annual  Report on Form 10-K,  filed
                  pursuant to Sections 13(a) or 15(d) of the Securities Exchange
                  Act of 1934 (the "Exchange Act").

         (b)      All other reports filed by the Registrant  pursuant to Section
                  13(a) or 15(d) of the Exchange Act since the end of the fiscal
                  year covered by the annual report referred to in (a) above.

         (c)      The  descriptions of the Common Stock that is contained in the
                  Registrant's registration statements filed under Section 12 of
                  the Exchange Act,  including any amendment or report filed for
                  the purpose of updating such descriptions.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Beth R.  Jacobson,  who is giving an opinion  regarding the legality of
the securities  registered hereby, is Executive Vice President,  General Counsel
and Corporate  Secretary of the  Registrant.  As of March 11, 2005, Ms. Jacobson
owned 6,250  restricted  shares of Common  Stock and options to purchase  35,000
shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

         PDI's Certificate of Incorporation  provides for indemnification of its
directors, officers, employees, and agents against all expenses, liabilities and
losses,  including  attorneys' fees,  judgments,  fines,  ERISA excise taxes (or
penalties and amounts paid or to be paid in settlement)  reasonably  incurred or
suffered by such person in connection therewith to the fullest extent authorized
by the Delaware General Corporation Law. In addition, Section 145 of the General
Corporation Law of the State of Delaware  provides  generally that a person sued
as a director, officer, employee or agent of a corporation may be indemnified by
the  corporation  for expenses,  including  counsel fees,  judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with such action,  suit or  proceeding  if in the case of other than
derivative  suits, the person has acted in good faith and in a manner the person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation  (and with  respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe that the person's conduct was unlawful). In the case
of a derivative suit, a director,  officer, employee or agent of the corporation
who is not protected by the Certificate of Incorporation,  may be indemnified by
the corporation for expenses,  including  counsel fees,  actually and reasonably
incurred by the person in  connection  with defense or settlement of such action
or suit if such  person  has  acted in good  faith  and in a manner  the  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except  that no  indemnification  shall  be made in the  case of a
derivative  suit in  respect  of any  claim  as to  which a  director,  officer,
employee or agent has been adjudged to be liable to the  corporation  unless the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine that such person is fairly and reasonably  entitled to indemnity
for proper  expenses.  Indemnification  is mandatory in the case of a present or
former  director or officer who is successful on the merits in defense of a suit
against such person.

<PAGE>

         PDI also maintains  directors' and officers' liability  insurance.  The
specific terms and provisions of the insurance policies limit such coverage.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers and persons  controlling  PDI pursuant to the
foregoing provisions, or otherwise, PDI has been informed that in the opinion of
the SEC such  indemnification  is against public policy as expressed in the Act,
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payment by PDI of expenses incurred or
paid by a  director,  officer  or  controlling  person of PDI in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  PDI
will,  unless in the  opinion of its  counsel  the  matter  has been  settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The  following   exhibits  are  filed  as  part  of  this  registration
statement.

Exhibit Number        Description
--------------------------------------------------------------------------------

        4.1           The Certificate of Incorporation of the Registrant  (Filed
                      as Exhibit 3.1 to the Registrant's  Registration Statement
                      on Form S-1, Registration No. 333-46321,  and incorporated
                      herein by reference).

        4.2           Certificate   of   Amendment   to   the   Certificate   of
                      Incorporation  of the  Registrant  (Filed as an exhibit to
                      the  Registrant's  Annual Report on Form 10-K for the year
                      ended  December  31,  2001,  and  incorporated  herein  by
                      reference).

        4.3           The Bylaws of the  Registrant in effect on the date hereof
                      (Filed  as an  exhibit  to the  Registrant's  Registration
                      Statement on Form S-1,  Registration  No.  333-46321,  and
                      incorporated herein by reference).

        4.4           2004 Stock Award and  Incentive  Plan (filed as an exhibit
                      to the Registrant's Proxy Statement for the Annual Meeting
                      of  Shareholders  held on June 16, 2004, and  incorporated
                      herein by reference).

        5.1           Opinion of Beth R.  Jacobson,  Esq. as to the  legality of
                      the Common Stock offered hereby.

       23.1           Consent of Beth R.  Jacobson,  Esq.  (included  as part of
                      Exhibit 5.1 hereto).

       23.2           Consent of PricewaterhouseCoopers LLP.


Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment  to the
                           registration statement:

<PAGE>

                           (i)      To  include  any   prospectus   required  by
                                    Section 10(a)(3) of the Act;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  registration  statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  registration
                                    statement; and

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  registration
                                    statement  or any  material  change  to such
                                    information in the registration statement;

PROVIDED,  HOWEVER,  that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant to Sections 13 or 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under  the Act,  each such  post-effective  amendment
                           shall be  deemed to be a new  registration  statement
                           relating to the securities  offered therein,  and the
                           offering  of such  securities  at that time  shall be
                           deemed to be the initial bona fide offering thereof.

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.

         (b)      The  undersigned   Registrant   hereby  undertakes  that,  for
                  purposes of  determining  any  liability  under the Act,  each
                  filing of the Registrant's  annual report pursuant to Sections
                  13(a) or 15(d) of the Exchange Act,  (and,  where  applicable,
                  each  filing  of an  employee  benefit  plan's  annual  report
                  pursuant  to  Section  15(d)  of the  Exchange  Act)  that  is
                  incorporated by reference in the registration  statement shall
                  be deemed to be a new registration  statement  relating to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification  for liabilities  arising under the
                  Act may be permitted to  directors,  officers and  controlling
                  persons of the Registrant pursuant to the provisions described
                  in Item 6, or otherwise,  the Registrant has been advised that
                  in the  opinion  of the SEC such  indemnification  is  against
                  public  policy  as  expressed  in the Act  and is,  therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  Registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  Registrant  in the  successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the Registrant will,  unless in
                  the  opinion of its  counsel  the  matter has been  settled by
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against  public  policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.



<PAGE>


SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  in its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Saddle River, State of New Jersey, on the 14th day of
March, 2005.

                            PDI, INC.

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

         KNOWN ALL MEN BY THESE  PRESENTS  that each person  whose  signature to
this  registration  statement  appears  below  hereby  constitutes  and appoints
Charles T.  Saldarini and Bernard C. Boyle,  or either of them, as such person's
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for such person and in such person's name,  place and stead, in
any and all  capacities,  to sign  any and all  amendments  to the  registration
statement,  including  post-effective  amendments,  and registration  statements
filed  pursuant to Rule 462 under the  Securities  Act of 1933,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the SEC,  and does hereby grant unto each said  attorney-in-fact  and agent
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as such  person  might  or could  do in  person,  hereby
ratifying and confirming all that each said  attorney-in-fact  and agent, or any
substitute therefor, may lawfully do or cause to be done by virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement  has been signed by the following  persons in the  capacities on March
14, 2005.

Signature                                Title
---------                                -----

/s/ John P. Dugan                        Chairman of the Board of Directors
------------------------------------
   John P. Dugan

                                         Vice Chairman of the Board of Directors
/s/ Charles T. Saldarini                   and Chief Executive Officer
------------------------------------
   Charles T. Saldarini

                                         Chief Financial Officer and Treasurer
/s/ Bernard C. Boyle                       (principal accounting and financial
------------------------------------       officer)
   Bernard C. Boyle


/s/ John M. Pietruski                    Director
------------------------------------
   John M. Pietruski


/s/ Jan Martens Vecsi                    Director
------------------------------------
   Jan Martens Vecsi


/s/ Frank J. Ryan                        Director
------------------------------------
   Frank J. Ryan


/s/ Larry Ellberger                      Director
------------------------------------
   Larry Ellberger


/s/ Dr. Joseph T. Curti                  Director
------------------------------------
   Dr. Joseph T. Curti

<PAGE>

  /s/ John C. Federspiel                 Director
------------------------------------
   John C. Federspiel

  /s/ Stephen J. Sullivan                Director
------------------------------------
   Stephen J. Sullivan
[{"type": "S-8", "sequence": "1", "filename": "c36090_s8.txt", "secsgml_size_bytes": 80743}]
{"company-data": {"conformed-name": "PDI INC", "cik": "0001054102", "assigned-sic": "7389", "irs-number": "222919486", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123312", "film-number": "05679309"}, "business-address": {"street1": "SADDLE RIVER EXECUTIVE CENTRE", "street2": "1 ROUTE 17 SOUTH", "city": "SADDLE RIVER", "state": "NJ", "zip": "07458", "phone": "2012588450"}, "mail-address": {"street1": "SADDLE RIVER EXECUTIVE CENTRE", "street2": "1 ROUTE 17 SOUTH", "city": "SADDLE RIVER", "state": "NJ", "zip": "07458"}, "former-company": {"former-conformed-name": "PROFESSIONAL DETAILING INC", "date-changed": "19980129"}}
Registration No.

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                                    PDI, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              Delaware                                 22-2919486
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                          Saddle River Executive Centre
                                1 Route 17 South
                         Saddle River, New Jersey 07458
                                 (201) 258-8450
               (Address, Including Zip Code, and Telephone Number
                  of Registrant's Principal Executive Offices)

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

                       2004 Stock Award and Incentive Plan
                            (Full Title of the Plan)

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

                                Beth R. Jacobson
        Executive Vice President, General Counsel and Corporate Secretary
                                    PDI, Inc.
                          Saddle River Executive Centre
                                1 Route 17 South
                         Saddle River, New Jersey 07458
                                 (201) 258-8450
                      (Name, Address and Telephone Number,
                   Including Area Code, of Agent for Service)

                                 ---------------
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                                        Proposed Maximum    Proposed Maximum     Amount of
     Title of Securities To Be         Amount To Be      Offering Price    Aggregate Offering   Registration
             Registered               Registered (1)     Per Share (2)          Price (3)           Fee
-------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per         1,329,132           $19.98         $17,860,442           $2,102.17
share                                     shares
(1)  Pursuant to Instruction E of Form S-8 and the telephonic  interpretation of
     the  Securities  and  Exchange  Commission  (the  "SEC") set forth at pages
     123-124  of the  Division  of  Corporation  Finance's  Manual  of  Publicly
     Available Telephone Interpretations, dated July 1997 (see G. Securities Act
     Forms, No. 89  ("Interpretation  89")),  29,211 shares out of the 1,329,132
     shares  registered  hereby are being  carried  forward from a  registration
     statement  filed on August 12,  1998 (File No.  333-61231)  (the "1998 Form
     S-8"), in connection with the 1998 Stock Option Plan and 406,005 shares out
     of the 1,329,132 shares  registered hereby are being carried forward from a
     registration statement filed on May 9, 2001 (File No. 333-60512) (the "2000
     Form  S-8"),  in  connection  with  the PDI  Inc.  2000  Omnibus  Incentive
     Compensation Plan, each a predecessor plan to the PDI Inc. 2004 Stock Award
     and Incentive Plan described herein. A total  registration fee of $4,057.60
     has been paid with  respect  to the 1998 Form S-8 and a total  registration
     fee of $27,666 has been paid with respect to the 2000 Form S-8. Pursuant to
     Instruction E of Form S-8 and Interpretation 89, no additional registration
     fee is due with respect to the 435,216  shares  registered  hereby that are
     being carried forward.

     This registration statement,  pursuant to Rule 416 under the Securities Act
     of 1933,  as amended (the "Act"),  covers any  additional  shares of common
     stock,  par value  $.01 per  share  ("Common  Stock"),  of PDI,  Inc.  (the
     "Registrant"),  which  become  issuable  under  the 2004  Stock  Award  and
     Incentive   Plan  by   reason   of  any  stock   dividend,   stock   split,
     recapitalization,  exchange of shares or other similar transaction effected
     without receipt of consideration which results in an increase in the number
     of shares of Common Stock outstanding.

(2)  The proposed  maximum offering price per share was estimated solely for the
     purpose of calculating the  registration fee in accordance with Rule 457(h)
     under the Act and is based on the  average  of the high and low  prices for
     the Common Stock on the NASDAQ  National  Market System on March 9, 2005 of
     $19.98 per share.

(3)  The proposed  maximum  aggregate  offering price is calculated based on the
     893,916 shares of Common Stock not being carried forward from the 1998 Form
     S-8 or the 2000 Form S-8.

================================================================================
EXPLANATORY NOTE

         The Registrant has prepared this  registration  statement in accordance
with the  requirements  of Form S-8 under  the Act,  to  register  shares of its
Common Stock pursuant to its 2004 Stock Award and Incentive Plan. Under cover of
this Form S-8 is a reoffer prospectus that the Registrant prepared in accordance
with Part I of Form S-3 under the Act.  The reoffer  prospectus  may be utilized
for reofferings  and resales of up to 1,329,132  shares of common stock acquired
by the prospective selling stockholders under the 2004 Stock Award and Incentive
Plan. (In the event of a future anti-dilution  adjustment relating to the number
of shares issuable upon exercise of the options,  the number of shares set forth
in  the  reoffer  prospectus  will  be  appropriately   adjusted.)  The  reoffer
prospectus does not contain all the  information  set forth in the  registration
statement, certain items of which are contained in schedules and exhibits to the
registration  statement as permitted  by the rules and  regulations  of the SEC.
Statements  contained  in  the  reoffer  prospectus  as to the  contents  of any
agreement,  instrument  or other  document are not  necessarily  complete.  With
respect to each such agreement, instrument or other document filed as an exhibit
to the  registration  statement,  reference  is made to the  exhibit  for a more
complete  description of the matter  involved,  and each such statement shall be
deemed qualified in its entirety by such reference.
REOFFER PROSPECTUS

                                1,329,132 Shares

                                    PDI, Inc.

                                  Common Stock

         This reoffer  prospectus  relates to 1,329,132  shares of common stock,
par value $.01 per share,  of PDI,  Inc.,  or PDI,  that may be offered for sale
from time to time by the selling stockholders named herein or in a supplement to
this reoffer prospectus.  The selling  stockholders may acquire the common stock
in connection with PDI's 2004 Stock Award and Incentive Plan (the "Stock Plan").
We will not receive any proceeds  from the sale of shares of common stock by any
selling stockholder.

         You  should  read  this  prospectus  and  any  accompanying  prospectus
supplement  carefully before you make your investment  decision.  The prospectus
supplement  will  describe  the means of  distribution  for any shares of common
stock  sold by the  selling  stockholders.  For  general  information  about the
distribution of the common stock offered,  please see "Plan of  Distribution" in
this prospectus.

         PDI's common stock is listed on the NASDAQ National Market System under
the trading symbol "PDII".

         INVESTING  IN THE  COMMON  STOCK  INVOLVES  RISKS.  SEE "RISK  FACTORS"
BEGINNING ON PAGE 1.

         NEITHER THE SECURITIES AND EXCHANGE  COMMISSION,  ANY STATE  SECURITIES
COMMISSION OR ANY OTHER  REGULATORY  BODY HAS APPROVED OR  DISAPPROVED  OF THESE
SECURITIES  OR  DETERMINED IF THIS  PROSPECTUS  OR THE  ACCOMPANYING  PROSPECTUS
SUPPLEMENT  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         The date of this Reoffer Prospectus is March 14, 2005.
TABLE OF CONTENTS

THE COMPANY....................................................................1

RISK FACTORS...................................................................1

USE OF PROCEEDS...............................................................10

SELLING STOCKHOLDERS..........................................................10

PLAN OF DISTRIBUTION..........................................................10

LEGAL MATTERS.................................................................11

EXPERTS.......................................................................11

AVAILABLE INFORMATION.........................................................11

DOCUMENTS INCORPORATED BY REFERENCE...........................................11

INDEMNIFICATION...............................................................12
You should rely only on the  information  contained or  incorporated by
reference in this prospectus and any accompanying prospectus supplement. Neither
we nor the  selling  stockholders  have  authorized  anyone to provide  you with
additional or different  information.  If anyone provided you with additional or
different  information,  you should not rely on it.  Neither we nor the  selling
stockholders  are  making an offer to sell or  soliciting  an offer to buy these
securities in any  jurisdiction  where such offer,  solicitation  or sale is not
permitted.  You should assume that the information  contained in this prospectus
and  any  accompanying  prospectus  supplement  is  accurate  only  as of  their
respective dates and that any information  incorporated by reference is accurate
only as of the date of the document  incorporated  by  reference.  Our business,
financial condition,  results of operations and prospects may have changed since
those dates.

         Unless otherwise stated or the context otherwise  requires,  references
in this  prospectus  to  "we,"  "us,"  and  "our"  refer  to PDI,  Inc.  and its
subsidiaries as a consolidated  entity,  while references to "PDI" refer only to
PDI, Inc. on a non-consolidated basis.

                                   THE COMPANY

      We are a diversified  sales and  marketing  services  company  serving the
biopharmaceutical and medical devices and diagnostics (MD&D) industries.

      We create and execute sales and marketing programs intended to improve the
profitability of biopharmaceutical and MD&D products. We do this by working with
companies who recognize our ability to add value to their  products and maximize
their sales performance. We have a variety of agreement types that we enter into
with our clients.  In these  agreements,  we leverage our  experience  in sales,
medical  education and marketing  research to help our partners and clients meet
strategic and financial objectives.

      We have  assembled our commercial  capabilities  through  organic  growth,
acquisitions,  and internal  expansion.  These  capabilities can be applied on a
stand-alone or integrated basis.  This flexibility  enables us to provide a wide
range of marketing  and  promotional  options  that can benefit  many  different
products throughout the various stages of their life cycles.

      It is important for us to form strong  relationships with companies within
the biopharmaceutical  and MD&D industries.  Our focus is to achieve operational
excellence that delivers the desired product sales results.

      We are among the leaders in outsourced sales and marketing services in the
U.S.  We  have  designed  and  implemented   programs  for  many  of  the  major
pharmaceutical   companies   serving  the  U.S.  market.   Our  clients  include
AstraZeneca   PLC   (AstraZeneca),    GlaxoSmithKline   PLC   (GSK),    Novartis
Pharmaceutical  Corporation (Novartis),  Pfizer Inc. (Pfizer) and Sanofi-Aventis
AG  (Sanofi-Aventis),  as  well  as  many  small  and  specialty  pharmaceutical
companies.  Our  relationships  are built on consistent  performance and program
results.

                  Our  clients  engage us on a  contractual  basis to design and
implement  promotional  programs  for  both  prescription  and  over-the-counter
products.  The programs are designed to increase  product sales and are tailored
to meet the  specific  needs of the product and the client.  These  services are
provided  predominantly  on a fee for service basis.  Occasionally,  there is an
opportunity  for us to  earn  incentives  if we  meet  or  exceed  predetermined
performance targets. Contracts may also be terminated for cause, or we may incur
specific penalties if we fail to meet stated performance benchmarks.

                                  RISK FACTORS

         Prospective  investors should  carefully  review the following  factors
together with the other  information  contained in, or incorporated by reference
into, this prospectus and any accompanying prospectus supplement prior to making
an investment decision.

         In  addition to the other  information  provided  in our  reports,  you
should  carefully  consider the following  factors in  evaluating  our business,
operations  and financial  condition.  Additional  risks and  uncertainties  not
presently  known to us, that we currently deem immaterial or that are similar to
those faced by other  companies in our industry or business in general,  such as
competitive conditions,  may also impair our business operations. The
occurrence of any of the following risks could have a material adverse effect on
our business,  financial  condition and results of  operations.  You should also
refer to the other information included in this prospectus.

OUR SERVICE  BUSINESSES DEPEND ON EXPENDITURES BY COMPANIES IN THE LIFE SCIENCES
INDUSTRIES.

      Our  service   revenues  depend  on   promotional,   marketing  and  sales
expenditures  by  companies  in the  life  sciences  industries,  including  the
pharmaceutical,  MD&D and biotechnology industries.  Promotional,  marketing and
sales  expenditures by pharmaceutical  manufacturers  have in the past been, and
could in the future be, negatively impacted by, among other things, governmental
reform  or  private   market   initiatives   intended  to  reduce  the  cost  of
pharmaceutical   products   or   by   governmental,   medical   association   or
pharmaceutical  industry  initiatives  designed to regulate  the manner in which
pharmaceutical  manufacturers promote their products.  Furthermore, the trend in
the life sciences  industries toward  consolidation may result in a reduction in
overall sales and marketing  expenditures and,  potentially,  a reduction in the
use of contract sales and marketing services providers.

CHANGES IN OUTSOURCING TRENDS IN THE PHARMACEUTICAL AND BIOTECHNOLOGY INDUSTRIES
COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS,  FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND GROWTH RATE.

      Our  business  and  growth  depend  in  large  part  on  demand  from  the
pharmaceutical and life sciences  industries for outsourced  marketing and sales
services.  The practice of many  companies in these  industries has been to hire
outside  organizations  like us to conduct large sales and  marketing  projects.
However,  companies may elect to perform these services internally for a variety
of reasons, including the rate of new product development and U.S. Food and Drug
Administration (FDA) approval of those products, number of sales representatives
employed  internally  in  relation  to demand for or the need to promote new and
existing  products,  and competition from other  suppliers.  If these industries
reduce their  tendency to outsource  these  projects,  our  business,  financial
condition,  results of operations and growth rate could be materially  adversely
affected.

MOST OF OUR SERVICE  REVENUE IS DERIVED  FROM A LIMITED  NUMBER OF CLIENTS,  THE
LOSS OF ANY ONE OF WHICH COULD ADVERSELY AFFECT OUR BUSINESS.

      Our  revenue  and   profitability   depend  to  a  great   extent  on  our
relationships with a limited number of large pharmaceutical  companies. In 2004,
we had two major  clients  that  accounted  for  approximately  42.0% and 21.0%,
respectively,  or a total of  approximately  63.0%, of our service  revenue.  In
2003, our two major clients accounted for a total of approximately  66.5% of our
service revenue. We are likely to continue to experience a high degree of client
concentration,  particularly  if  there  is  further  consolidation  within  the
pharmaceutical  industry.  The loss or a significant  reduction of business from
any of our major clients could have a material  adverse  effect on our business,
financial condition and results of operations. For example, in December 2004, we
announced  a  reduction  in the  aggregate  number  of  representatives  that we
deployed  for  AstraZeneca.  This  reduction  is expected  to  decrease  revenue
generated from AstraZeneca in 2005 by approximately $60.0 million as compared to
revenues generated in 2004.

PRODUCT LIABILITY CLAIMS COULD HARM OUR BUSINESS.

      We could face substantial product liability claims in the event any of the
pharmaceutical  and medical  device  products we market now or in the future are
alleged to cause negative  reactions or adverse side effects or in the event any
of these products  causes  injury,  is alleged to be unsuitable for its intended
purpose or is alleged to be otherwise defective. For example, we have been named
in numerous  lawsuits as a result of our  detailing  of  Baycol(R)  on behalf of
Bayer Corporation (Bayer). Product liability claims, regardless of their merits,
could be costly and  divert  management's  attention,  or  adversely  affect our
reputation  and the demand for our products.  Although we currently have product
liability  insurance in the aggregate amount of $10.0 million,  we cannot assure
you that our insurance  will be sufficient to cover fully all potential  claims.
Also,  adequate  insurance  coverage  might not be  available  in the  future at
acceptable costs, if at all.
IF WE DO NOT MEET  PERFORMANCE  GOALS  SET IN OUR  INCENTIVE-BASED  AND  REVENUE
SHARING ARRANGEMENTS, OUR PROFITS COULD SUFFER.

      We sometimes enter into  incentive-based and revenue sharing  arrangements
with  pharmaceutical  companies.  Under  incentive-based  arrangements,  we  are
typically paid a fixed fee and, in addition, have an opportunity to increase our
earnings  based on the market  performance  of the  products  being  detailed in
relation  to  targeted  sales  volumes,  sales  force  performance  metrics or a
combination thereof. Additionally,  certain of our service contracts may contain
penalty provisions pursuant to which our fees may be significantly reduced if we
do not meet certain performance  metrics, for example number and timing of sales
calls,   physician  reach,   territory  vacancies  and/or  sales  representative
turnover.  Under revenue sharing arrangements,  our compensation is based on the
market  performance  of the  products  being  detailed,  usually  expressed as a
percentage of product sales.  These types of  arrangements  transfer some market
risk from our  clients  to us. In  addition,  these  arrangements  can result in
variability in revenue and earnings due to seasonality of product usage, changes
in market share,  new product  introductions,  overall  promotional  efforts and
other market related factors. As an example, in October 2001, we entered into an
agreement with Eli Lilly to copromote  Evista(R) in the U.S. under which we were
to receive payments once product net sales exceeded a  pre-determined  baseline.
The net sales of Evista  were  insufficient  for us to achieve  our  revenue and
profit  goals and as a result we  incurred an  operating  loss for 2002 of $35.1
million on this contract,  consisting of $28.9 million from operating activities
and $6.2 million in unused sales force  capacity.  This contract was  terminated
effective December 31, 2002.

OUR SERVICE CONTRACTS ARE GENERALLY SHORT-TERM  AGREEMENTS AND ARE CANCELABLE AT
ANY TIME, WHICH MAY RESULT IN LOST REVENUE AND ADDITIONAL COSTS AND EXPENSES.

      Our  service  contracts  are  generally  for a term of one to three  years
(certain of our operating  entities have contracts of shorter duration) and many
may be  terminated  by the  client  at any  time for any  reason.  Additionally,
certain of our clients  have the ability to  significantly  reduce the number of
representatives we deploy on their behalf. For example, as discussed above, as a
result  of the  reduction  in the  number of  representatives  we  deployed  for
AstraZeneca  and  the  early   termination  of  our  fee  for  service  contract
arrangement  with Novartis,  we expect to generate  approximately  $60.0 million
less revenue from our AstraZeneca relationship in 2005 than we realized in 2004,
and $28.9 million of originally anticipated revenue associated with the Novartis
contract in 2004 was not realized. The termination or significant reduction of a
contract by one of our major clients not only results in lost revenue,  but also
may  cause  us to  incur  additional  costs  and  expenses.  All  of  our  sales
representatives are employees rather than independent contractors.  Accordingly,
when  a  contract  is  significantly  reduced  or  terminated,   unless  we  can
immediately  transfer the related  sales force to a new program,  we must either
continue to compensate those employees,  without  realizing any related revenue,
or terminate their employment.  If we terminate their  employment,  we may incur
significant  expenses relating to their  termination.  The loss,  termination or
significant  reduction  of a large  contract or the loss of  multiple  contracts
could have a material  adverse effect on our business,  financial  condition and
results of operations.

WE MAY MAKE  ACQUISITIONS  IN THE FUTURE  WHICH MAY LEAD TO  DISRUPTIONS  TO OUR
ONGOING BUSINESS.

      Historically,  we have made a number of acquisitions  and will continue to
review new acquisition opportunities. If we are unable to successfully integrate
an acquired company,  the acquisition could lead to disruptions to our business.
The success of an acquisition will depend upon, among other things,  our ability
to:

o    assimilate the operations and services or products of the acquired company;

o    integrate new personnel due to the acquisition;

o    retain and motivate key employees;

o    retain customers; and

o    minimize  the  diversion  of  management's  attention  from other  business
     concerns.

      In the event that the  operations of an acquired  business do not meet our
performance  expectations,  we may have to restructure the acquired  business or
write-off  the  value of some or all of the  assets  of the  acquired  business,
including   goodwill  and  other  intangible   assets   identified  at  time  of
acquisition.
WE AND TWO OF OUR OFFICERS ARE DEFENDANTS IN A CLASS ACTION SHAREHOLDER  LAWSUIT
WHICH COULD DIVERT OUR TIME AND ATTENTION FROM MORE PRODUCTIVE ACTIVITIES.

      Beginning on January 24, 2002,  several  purported class action complaints
were filed in the U.S. District Court for the District of New Jersey, against us
and certain of our officers on behalf of persons who  purchased our common stock
during the period between May 22, 2001 and August 12, 2002. On May 23, 2002, the
court  consolidated  these suits into a single class action lawsuit.  We believe
that meritorious  defenses exist to the allegations asserted in this lawsuit and
we intend to  vigorously  defend this  action.  Although we  currently  maintain
director and officer liability insurance coverage, there is no assurance that we
will  continue  to maintain  such  coverage  or that any such  coverage  will be
adequate to offset potential damages.

OUR  FAILURE,  OR THAT OF OUR  CLIENTS,  TO COMPLY  WITH  APPLICABLE  HEALTHCARE
REGULATIONS  COULD LIMIT,  PROHIBIT OR OTHERWISE  ADVERSELY  IMPACT OUR BUSINESS
ACTIVITIES.

      Various  laws,  regulations  and  guidelines  established  by  government,
industry and professional bodies affect,  among other matters, the provision of,
licensing,  labeling, marketing,  promotion, sale and distribution of healthcare
services  and  products,   including   pharmaceutical  and  MD&D  products.   In
particular,  the  healthcare  industry is governed by various  federal and state
laws  pertaining to healthcare  fraud and abuse,  including  prohibitions on the
payment or  acceptance  of  kickbacks  or other  remuneration  in return for the
purchase  or lease of  products  that are  paid  for by  Medicare  or  Medicaid.
Sanctions  for  violating  these  laws  include  civil  and  criminal  fines and
penalties and possible  exclusion from  Medicare,  Medicaid and other federal or
state healthcare programs. Although we believe our current business arrangements
do not  violate  these  federal  and state  fraud and abuse  laws,  we cannot be
certain that our business  practices will not be challenged  under these laws in
the future or that a challenge  would not have a material  adverse effect on our
business,  financial  condition and results of operations.  Our failure,  or the
failure of our clients,  to comply with these laws,  regulations and guidelines,
or any change in these laws, regulations and guidelines may, among other things,
limit or prohibit our business activities or those of our clients, subject us or
our clients to adverse publicity, increase the cost of regulatory compliance and
insurance  coverage  or subject us or our  clients  to  monetary  fines or other
penalties.

OUR  INDUSTRY  IS HIGHLY  COMPETITIVE  AND OUR  FAILURE TO  ADDRESS  COMPETITIVE
DEVELOPMENTS  PROMPTLY  WILL LIMIT OUR ABILITY TO RETAIN AND INCREASE OUR MARKET
SHARE.

      Our primary  competitors for sales and marketing services include in-house
sales and marketing  departments  of  pharmaceutical  companies,  other contract
sales  organizations   (CSOs)  and  medical  education  and  marketing  research
providers. There are relatively few barriers to entry in the businesses in which
we compete and, as the industry  continues to evolve, new competitors are likely
to emerge. Many of our current and potential  competitors are larger than we are
and have  substantially  greater capital,  personnel and other resources than we
have. Increased  competition may lead to competitive practices that could have a
material  adverse effect on our market share, our ability to source new business
opportunities, our business, financial condition and results of operations.

OUR STOCK PRICE IS VOLATILE  AND COULD BE FURTHER  AFFECTED BY EVENTS NOT WITHIN
OUR CONTROL.  IN 2004, OUR STOCK TRADED AT A LOW OF $18.94 AND A HIGH OF $33.23.
IN 2003, OUR STOCK TRADED AT A LOW OF $6.86 AND A HIGH OF $31.71.

      The market for our common  stock is  volatile.  The  trading  price of our
common stock has been and will continue to be subject to:

o    volatility in the trading markets generally;

o    significant fluctuations in our quarterly operating results;

o    announcements regarding our business or the business of our competitors;

o    industry developments;

o    regulatory developments;

o    changes in revenue mix;

o    changes in revenue and revenue  growth rates for us and for our industry as
     a whole; and
o    statements or changes in opinions,  ratings or earnings  estimates  made by
     brokerage  firms or industry  analysts  relating to the markets in which we
     operate or expect to operate.

OUR QUARTERLY REVENUES AND OPERATING RESULTS MAY VARY, WHICH MAY CAUSE THE PRICE
OF OUR COMMON STOCK TO FLUCTUATE.

      Our  quarterly  operating  results  may  vary as a result  of a number  of
factors, including:

o    the commencement, delay, cancellation or completion of programs;

o    regulatory developments;

o    uncertainty   related  to  compensation  based  on  achieving   performance
     benchmarks;

o    the mix of services provided;

o    the mix of programs -- i.e., contract sales,  medical education,  marketing
     research;

o    the  timing  and amount of  expenses  for  implementing  new  programs  and
     services and acquiring license rights for products;

o    the accuracy of estimates of resources required for ongoing programs;

o    the timing and integration of acquisitions;

o    changes in regulations related to pharmaceutical companies; and

o    general economic conditions.

      In  addition,  in the case of revenue  related to  service  contracts,  we
recognize  revenue as services are performed,  while program  costs,  other than
training costs, are expensed as incurred.  As a result,  during the first two to
three months of a new contract,  we may incur  substantial  expenses  associated
with  implementing  that new program without  recognizing any revenue under that
contract. This could have a material adverse impact on our operating results and
the price of our common  stock for the  quarters  in which  these  expenses  are
incurred.  For these and other reasons, we believe that quarterly comparisons of
our financial  results are not  necessarily  meaningful and should not be relied
upon as an indication of future  performance.  Fluctuations in quarterly results
could  materially  adversely  affect the market  price of our common  stock in a
manner unrelated to our long-term operating performance.

WE MAY REQUIRE  ADDITIONAL  FUNDS IN ORDER TO IMPLEMENT  OUR  EVOLVING  BUSINESS
MODEL.

      We may require additional funds in order to:

o    pursue other business opportunities or meet future operating requirements;

o    develop incremental marketing and sales capabilities;

o    acquire other services businesses;

o    license or acquire additional  pharmaceutical or medical device products or
     technologies; and/or

o    pursue regulatory approvals.

      We may seek  additional  funding  through public or private equity or debt
financing  or  other  arrangements  with  collaborative  partners.  If we  raise
additional  funds by issuing  equity  securities,  further  dilution to existing
stockholders  may result.  In  addition,  as a condition  to  providing  us with
additional  funds,  future  investors  may demand,  and may be  granted,  rights
superior to those of existing  stockholders.  We cannot be sure,  however,  that
additional  financing  will be  available  from  any of  these  sources  or,  if
available,  will be available on  acceptable or  affordable  terms.  If adequate
additional  funds are not  available,  we may be required  to delay,  reduce the
scope of, or eliminate one or more of our growth strategies.

IF WE ARE UNABLE TO ATTRACT KEY EMPLOYEES AND  CONSULTANTS,  WE MAY BE UNABLE TO
SUPPORT THE GROWTH OF OUR BUSINESS.

      Successful  execution of our business strategy depends,  in large part, on
our  ability to attract and retain  qualified  management,  marketing  and other
personnel  with the skills and  qualifications  necessary  to fully  execute our
programs  and  strategy.  Competition  for  personnel  among  companies  in  the
pharmaceutical industry is intense and we cannot assure you that we will be able
to continue to attract or retain the  personnel  necessary to support the growth
of our business.
OUR  BUSINESS  MAY  SUFFER IF WE FAIL TO  ATTRACT  AND  RETAIN  QUALIFIED  SALES
REPRESENTATIVES.

      The success and growth of our  business  depends on our ability to attract
and retain  qualified  pharmaceutical  sales  representatives.  There is intense
competition   for   pharmaceutical   sales   representatives   from   CSOs   and
pharmaceutical  companies.  On  occasion,  our  clients  have  hired  the  sales
representatives  that we trained to detail their products.  We cannot be certain
that we can  continue to attract and retain  qualified  personnel.  If we cannot
attract and retain qualified sales personnel,  we will not be able to expand our
teams  business and our ability to perform under our existing  contracts will be
impaired.

OUR BUSINESS WILL SUFFER IF WE LOSE CERTAIN KEY MANAGEMENT PERSONNEL.

      The  success of our  business  also  depends on our ability to attract and
retain qualified senior management,  and financial and administrative  personnel
who  are in  high  demand  and  who  often  have  multiple  employment  options.
Currently, we depend on a number of our senior executives,  including Charles T.
Saldarini,  our  chief  executive  officer  and vice  chairman  of our  board of
directors,  Steven K. Budd, our president,  global sales and marketing services,
and Bernard C. Boyle, our chief financial  officer.  The loss of the services of
any one or more of these  executives could have a material adverse effect on our
business, financial condition and results of operations. Except for a $5 million
key-man  life  insurance  policy on the life of Mr.  Saldarini  and a $3 million
policy  on the  life of Mr.  Budd  and  life  insurance  policies  on two  other
executives,  we do  not  maintain  and do not  contemplate  obtaining  insurance
policies on any of our employees.

OUR  CONTROLLING  STOCKHOLDER  CONTINUES TO HAVE EFFECTIVE  CONTROL OF US, WHICH
COULD  DELAY OR PREVENT A CHANGE IN  CORPORATE  CONTROL  THAT MAY  OTHERWISE  BE
BENEFICIAL TO OUR STOCKHOLDERS.

      John P. Dugan, our chairman,  beneficially owns approximately 33.0% of our
outstanding  common  stock.  As a result,  Mr.  Dugan  will be able to  exercise
substantial control over the election of all of our directors,  and to determine
the outcome of most corporate actions requiring stockholder approval,  including
a merger with or into another company,  the sale of all or substantially  all of
our assets and amendments to our certificate of incorporation.

WE HAVE  ANTI-TAKEOVER  DEFENSES THAT COULD DELAY OR PREVENT AN ACQUISITION  AND
COULD ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK.

      Our certificate of incorporation  and bylaws include  provisions,  such as
providing  for three  classes of  directors,  which are  intended to enhance the
likelihood  of  continuity  and  stability  in the  composition  of our board of
directors.  These  provisions may make it more difficult to remove our directors
and  management  and may  adversely  affect  the price of our common  stock.  In
addition,  our  certificate of  incorporation  authorizes the issuance of "blank
check"  preferred  stock.  This  provision  could have the  effect of  delaying,
deterring  or  preventing a future  takeover or a change in control,  unless the
takeover or change in control is approved by our board of directors, even though
the transaction might offer our stockholders an opportunity to sell their shares
at a price above the current market price.

RISK FACTORS MORE CLOSELY ASSOCIATED WITH THE PPG SEGMENT OF OUR BUSINESS:

WE MAY  CONTINUE TO REVIEW  OPPORTUNITIES  FOR THE PPG SEGMENT OF OUR  BUSINESS,
WHICH MAY INCLUDE COPROMOTION AND EXCLUSIVE DISTRIBUTION  ARRANGEMENTS,  AS WELL
AS LICENSING AND BRAND  OWNERSHIP OF PRODUCTS.  WE CANNOT ASSURE YOU THAT WE CAN
SUCCESSFULLY DEVELOP THIS BUSINESS.

      Notwithstanding  the fact that we had only  approximately  $2.9 million in
revenue from the PPG segment of our business in 2004,  we may continue to review
opportunities which may include copromotion,  distribution arrangements, as well
as licensing and brand ownership of products.  These types of  arrangements  can
significantly increase our operating expenditures in the short-term.  Typically,
these  agreements  require  significant  "upfront"  payments,  minimum  purchase
requirements,   minimum  royalty   payments,   payments  to  third  parties  for
production,   inventory  maintenance  and  control,  distribution  services  and
accounts receivable administration, as well as sales and marketing expenditures.
In addition,  particularly  where we license or acquire products before they are
approved for commercial use, we may be required to incur significant  expense to
gain the required regulatory approvals. As a
result,  our working  capital balance and cash flow position could be materially
and  adversely  affected  until the  products  in question  become  commercially
viable,  if ever.  The risks that we face in  developing  the PPG segment of our
business may increase in proportion with:

o    the number and types of products covered by these types of agreements;

o    the applicable stage of the drug regulatory  process of the products at the
     time we enter into these agreements; and

o    our control over the manufacturing, distribution and marketing processes.

      In December 2002, we acquired from Cellegy Pharmaceuticals, Inc. (Cellegy)
the exclusive right to market and sell Fortigel(TM),  a transdermal testosterone
gel for the treatment of male  hypogonadism in the U.S., Puerto Rico, Mexico and
Canada.  While we have  entered  into  copromotion  and  exclusive  distribution
arrangements in the past, the license  agreement we entered into with Cellegy on
December 31, 2002  regarding  Fortigel (the Cellegy  License  Agreement) was our
first  licensing  arrangement.  We paid an initial $15.0 million license fee and
another $10.0 million incremental license fee milestone payment is due after the
product has all FDA  approvals  (if such  approvals  are  obtained)  required to
promote, sell and distribute the product in the U.S. If the drug is approved, in
addition  to  paying  Cellegy  a royalty  based on net  sales,  all of the costs
associated with  manufacturing  the drug,  distributing it, as well as sales and
marketing  expenditures  would  be our  obligation.  If  additional  testing  is
required after the drug is approved for sale in the U.S.,  the costs  associated
with those tests are our obligation as well. Furthermore, if we want to sell the
drug in  Mexico  and  Canada,  we must  fund  the  regulatory  process  in those
countries.

      In July 2003,  Cellegy  received a letter from the FDA  rejecting  its New
Drug  Application  (NDA) for  Fortigel.  In  December  2003,  we filed a lawsuit
against Cellegy as we believed they fraudulently induced us to enter the Cellegy
License  Agreement  and for  breaching  certain  obligations  under the  Cellegy
License  Agreement.  (SEE the Risk Factor  describing the Cellegy  litigation in
this section, below.) Cellegy has told us that, in the first quarter of 2005, it
received  FDA  approval  for the  protocol  parameters  for a new  Phase 3 study
proposed by Cellegy to the FDA. We do not know when,  or even  whether,  Cellegy
will conduct  such a new Phase 3 study,  and cannot  predict with any  certainty
whether the FDA will ultimately approve Fortigel for sale in the U.S.

WE ARE  INVOLVED  IN  LAWSUITS  WITH  CELLEGY  CONCERNING  THE  CELLEGY  LICENSE
AGREEMENT.

       On December 12, 2003,  we filed a complaint  against  Cellegy in the U.S.
District Court for the Southern District of New York. The complaint alleges that
Cellegy  fraudulently  induced us to enter into the Cellegy License Agreement on
December 31, 2002. The complaint also alleges claims for  misrepresentation  and
breach of contract related to the Cellegy License  Agreement.  In the complaint,
we seek,  among other things,  rescission of the Cellegy  License  Agreement and
return of the $15.0 million we paid Cellegy.  After we filed this lawsuit,  also
on December 12, 2003,  Cellegy filed a complaint against us in the U.S. District
Court for the  Northern  District of  California.  Cellegy's  complaint  seeks a
declaration  that  Cellegy did not  fraudulently  induce us to enter the Cellegy
License  Agreement and that Cellegy has not breached its  obligations  under the
Cellegy  License  Agreement.  We are unable to predict the  ultimate  outcome of
these lawsuits.  The trial is scheduled to commence during the second quarter of
2005. Material legal expense has been and is expected to continue to be incurred
in  connection  with  this  lawsuit;  however,  at this  time we are not able to
estimate the magnitude of the expense.

WE RELY ON THIRD  PARTIES  TO  MANUFACTURE  ALL OF OUR  PRODUCTS  AND SUPPLY RAW
MATERIALS. OUR DEPENDENCE ON THESE THIRD PARTIES MAY RESULT IN UNFORESEEN DELAYS
OR OTHER PROBLEMS BEYOND OUR CONTROL, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT
ON  OUR  BUSINESS,  FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS  AND  OUR
REPUTATION.

      We do not  manufacture  any  products  and expect to continue to depend on
third  parties to provide us with  sufficient  quantities  of  products  to meet
demand.  As a result, we cannot assure you that we will always have a sufficient
supply of  products  on hand to satisfy  demand or that the  products we do have
will meet our specifications.  This risk is more acute in those situations where
we have no control  over the  manufacturers.  For example,  the Cellegy  License
Agreement  obligates  us to purchase all  quantities  of the product from PanGeo
Pharma  Inc.  (PanGeo),  a  third-party  manufacturer  with  which  we  have  no
contractual   relationship   and  to  which   Cellegy  has   granted   exclusive
manufacturing rights. If there are any problems with this contract manufacturer,
the supply of product could be temporarily halted until either PanGeo is able to
get their  facilities back on-line or we are able to source another supplier for
the product.  This  manufacturing  shutdown could have a material  impact on the
future
demand for the  product  and thus could  have a material  adverse  effect on our
business,  financial  condition and results of  operations.  Even if third-party
manufacturers comply with the terms of their supply  arrangements,  we cannot be
certain  that supply  interruptions  will not occur or that our  inventory  will
always be adequate.  Numerous factors could cause interruptions in the supply of
our  finished  products,  including  shortages  in raw  materials,  strikes  and
transportation difficulties. Any disruption in the supply of raw materials or an
increase in the cost of raw  materials to our supplier  could have a significant
effect on its ability to supply us with products.

      In addition, manufacturers of products requiring FDA approval are required
to  comply  with  FDA  mandated  standards,  referred  to as good  manufacturing
practices,  relating not only to the manufacturing process but to record-keeping
and  quality  control  activities  as  well.  Furthermore,   they  must  pass  a
pre-approval  inspection  of  manufacturing  facilities  by the FDA and  foreign
authorities  before obtaining  marketing  approval,  and are subject to periodic
inspection by the FDA and  corresponding  foreign  regulatory  authorities under
reciprocal  agreements with the FDA. These  inspections may result in compliance
issues that could  prevent or delay  marketing  approval or require  significant
expenditures on corrective measures.

      If for any reason we are unable to obtain or retain our relationships with
third-party  manufacturers on commercially  acceptable terms, or if we encounter
delays or difficulties with contract manufacturers in producing or packaging our
products,  the  distribution,  marketing and subsequent  sales of these products
would be  adversely  affected,  and we may have to seek  alternative  sources of
supply.  We cannot  assure  you that we will be able to  maintain  our  existing
manufacturing  relationships  or enter into new ones on commercially  acceptable
terms, if at all.

OUR LICENSE  AGREEMENTS MAY REQUIRE US TO MAKE MINIMUM PAYMENTS TO THE LICENSOR,
REGARDLESS OF THE REVENUE DERIVED UNDER THE LICENSE,  WHICH COULD FURTHER STRAIN
OUR WORKING CAPITAL AND CASH FLOW POSITION. IN ADDITION, THESE AGREEMENTS MAY BE
NONEXCLUSIVE OR MAY CONDITION EXCLUSIVITY ON MINIMUM SALES LEVELS.

      Under the Cellegy  License  Agreement,  we are  required  to make  certain
minimum  royalty  payments  to Cellegy  once the product is approved by the FDA,
assuming such an approval  occurs.  If the Cellegy  product fails to gain market
acceptance,  we would still be required to make these minimum royalty  payments.
This would  likely have a material  adverse  effect on our  business,  financial
condition and results of operations.  In addition, the Cellegy License Agreement
requires us to satisfy  certain  minimum net sales  requirements.  If we fail to
satisfy  these  minimum  net sales  requirements,  under  certain  circumstances
Cellegy  may, at its option,  convert our  exclusive  license to a  nonexclusive
license.  This could mean that we would face  increased  competition  from third
parties with respect to the marketing and sale of the product.

WE MAY BE UNABLE TO SECURE OR ENFORCE ADEQUATE  INTELLECTUAL  PROPERTY RIGHTS TO
PROTECT THE PRODUCTS OR TECHNOLOGIES WE ACQUIRE, LICENSE OR DEVELOP.

      Our  ability to  successfully  commercialize  newly  branded  products  or
technologies depends on our ability to secure and enforce intellectual  property
rights,  generally  patents,  and we may be unable  to do so.  To obtain  patent
protection,  we must be  able to  successfully  persuade  the  U.S.  Patent  and
Trademark Office and its foreign counterparts to issue patents on a timely basis
and  possibly in the face of  third-party  challenges.  Even if we are granted a
patent,  our rights may later be challenged or  circumvented  by third  parties.
Likewise,  a third-party may challenge our trademarks or,  alternatively,  use a
confusingly similar trademark.  The issuance of a patent is not conclusive as to
its validity or enforceability and the patent life is limited. In addition, from
time to time,  we might  receive  notices from third  parties  regarding  patent
claims  against  us.  These  types of claims,  with or without  merit,  could be
time-consuming  to  defend,  result in costly  litigation,  divert  management's
attention and resources, and cause us to incur significant expenses. As a result
of litigation  over  intellectual  property  rights,  we may be required to stop
selling a  product,  obtain a  license  from the  owner to sell the  product  in
question or use the relevant intellectual property,  which we may not be able to
obtain on  favorable  terms,  if at all,  or modify a product to avoid using the
relevant  intellectual  property.  A successful claim of infringement against us
could have a material  adverse effect on our business,  financial  condition and
results of operations.
THE REGULATORY  APPROVAL PROCESS IS EXPENSIVE,  TIME CONSUMING AND UNCERTAIN AND
MAY PREVENT US FROM OBTAINING  REQUIRED APPROVALS FOR THE  COMMERCIALIZATION  OF
DRUGS AND PRODUCTS THAT WE LICENSE OR ACQUIRE.

      In those  potential  situations  where we license or acquire  ownership of
drugs or other medical or diagnostic equipment,  the product in question may not
yet be approved for sale to the public, in which case we may have the obligation
to  obtain  the  required   regulatory   approvals.   The   research,   testing,
manufacturing and marketing of drugs and other medical and diagnostic devices is
heavily  regulated in the U.S. and other  countries.  The  regulatory  clearance
process typically takes many years and is extremely expensive.  Despite the time
and expense  expended,  regulatory  clearance is never  guaranteed.  The FDA can
delay, limit or deny approval of a drug for many reasons, including:

o    safety or efficacy;

o    inconsistent or inconclusive data or test results;

o    failure  to  demonstrate  compliance  with  the  FDA's  good  manufacturing
     practices; or

o    changes in the approval process or new regulations.

THE FDA  CONTINUES TO REGULATE  THE SALE AND  MARKETING OF DRUGS AND MEDICAL AND
DIAGNOSTIC  DEVICES  EVEN AFTER THEY HAVE BEEN  APPROVED FOR SALE TO THE PUBLIC.
COMPLYING WITH THESE  REGULATIONS  MAY BE COSTLY AND OUR FAILURE TO COMPLY COULD
LIMIT OUR ABILITY TO CONTINUE MARKETING AND DISTRIBUTING THESE PRODUCTS.

      Even  after  drugs  have been  approved  for sale,  the FDA  continues  to
regulate their sale.  These  post-approval  regulatory  requirements may require
further testing and/or clinical studies, and may limit our ability to market and
distribute  the product or may limit the use of the  product.  Under the Cellegy
License  Agreement,   we  are  responsible  for  all  post-approval   regulatory
compliance. If we fail to comply with the regulatory requirements of the FDA, we
may be  subject to one or more of the  following  administrative  or  judicially
imposed sanctions:

o    warning letters;

o    civil penalties;

o    criminal penalties;

o    injunctions;

o    product seizure or detention;

o    product recalls;

o    total or partial suspension of production; and

o    FDA refusal to approve pending NDAs, or supplements to approved NDAs.

FDA APPROVAL DOES NOT GUARANTEE  COMMERCIAL  SUCCESS. IF WE FAIL TO SUCCESSFULLY
COMMERCIALIZE  OUR PRODUCTS,  OUR BUSINESS,  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS COULD BE MATERIALLY AND ADVERSELY AFFECTED.

      Even if a  product  is  approved  for  sale  to the  general  public,  its
commercial  success will depend on our marketing  efforts and  acceptance by the
general  public.  The  commercial  success of any drug or medical or  diagnostic
device depends on a number of factors, including:

o    demonstration of clinical efficacy and safety;

o    cost;

o    reimbursement policies of large third-party payors;

o    competitive products;

o    convenience and ease of administration;

o    potential advantages over alternative treatment methods;

o    marketing and distribution support; and

o    successfully creating and sustaining demand.

      We  cannot  assure  you  that  any of our  future  products  will  achieve
commercial success, regardless of how effective they may be.
CONSOLIDATION OF THE WHOLESALE DISTRIBUTION NETWORK FOR PHARMACEUTICAL  PRODUCTS
COULD ADVERSELY IMPACT THE TERMS AND CONDITIONS OF OUR PRODUCT SALES.

      The  distribution   network  for  pharmaceutical   products  has  recently
experienced  significant  consolidation among wholesalers and chain stores. As a
result, a few large wholesale  distributors  control a significant  share of the
market and we have less ability to negotiate  price,  return  policies and other
terms and  related  provisions  of the sale.  If our  distribution  of  products
expands,   some  of  these  wholesalers  and  distributors  may  account  for  a
significant  portion of our product sales. Our inability to negotiate  favorable
terms  and  conditions  for  product  sales to those  wholesalers  could  have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

FAILURE  TO OBTAIN  ADEQUATE  REIMBURSEMENT  COULD  LIMIT OUR  ABILITY TO MARKET
PRODUCTS.

Our ability to commercialize products,  including licensed or acquired products,
will depend in part on the  reimbursements,  if any,  obtained from  third-party
payors such as government  health  administration  authorities,  private  health
insurers, managed care programs and other organizations.  Third-party payors are
increasingly  attempting to contain  healthcare  costs by limiting both coverage
and the level of reimbursement for pharmaceutical  products and medical devices.
Cost control  initiatives  could  decrease  the price that we would  receive for
products and affect our ability to commercialize any product. Third-party payors
also tend to discourage  use of branded  products when generic  substitutes  are
available.  As a  result,  reimbursement  may not be  available  to enable us to
maintain  price  levels  sufficient  to  realize  an  appropriate  return on our
investment in product  acquisition and  development.  If adequate  reimbursement
levels for either  newly  approved or branded  products  are not  provided,  our
business,  financial condition and results of operations could be materially and
adversely affected.

                                 USE OF PROCEEDS

         All proceeds from the sale of the common stock  offered  hereby will be
for the  account of the  selling  stockholders.  We will not  receive any of the
proceeds from the sale from time to time of the common stock offered hereby. All
expenses of  registration  incurred in  connection  with this offering are being
borne  by us,  but all  selling  and  other  expenses  incurred  by any  selling
stockholder will be borne by such selling stockholder.

                              SELLING STOCKHOLDERS

         This prospectus  covers  possible sales by our officers,  directors and
affiliates of shares they acquire through exercise of stock options,  restricted
stock  and other  common  stock-based  awards  granted  under  the  Stock  Plan.
Non-affiliates that are not named in this prospectus holding the lesser of 1,000
shares or one percent of the shares  issuable  under the Stock Plan may use this
prospectus to sell up to the lesser of 1,000 shares or one percent of the shares
issuable under the Stock Plan.  Information  regarding the selling stockholders,
including  the  number  of  shares  offered  for  sale,  will be set  forth in a
prospectus  supplement  to the  extent  required.  The  address  of the  selling
stockholders  is in care of PDI at Saddle  River  Executive  Centre,  1 Route 17
South, Saddle River, New Jersey 07458.

                              PLAN OF DISTRIBUTION

         We are  registering  the shares of common stock covered by this reoffer
prospectus for the account of the selling stockholders.

         The  selling   stockholders   may  sell  the  shares  in  one  or  more
transactions  (which may involve one or more block  transactions)  on the NASDAQ
National Market System,  in sales occurring in the public market of such system,
in privately  negotiated  transactions or in a combination of such transactions.
Each such sale may be made  either at market  prices  prevailing  at the time of
such sale or at negotiated prices. The selling stockholders may sell some or all
of the shares in transactions involving broker-dealers,  who may act as agent or
acquire  the  shares  as  principal.  Any  broker-dealer  participating  in such
transactions  as agent may receive  commissions  from the  selling  stockholders
(and,  if  they  act as  agent  for the  purchaser  of such  shares,  from  such
purchaser).  The selling  stockholders  will pay usual and  customary  brokerage
fees. Broker-dealers may agree with the selling stockholders to sell a specified
number of shares at a  stipulated  price per share  and,  to the  extent  such a
broker-dealer  is unable to do
so acting as agent for the selling  stockholders,  to purchase as principals any
unsold shares at the price  required to fulfill the  respective  broker-dealer's
commitment to the selling  stockholders.  Broker-dealers  who acquire  shares as
principals may thereafter  resell such shares from time to time in  transactions
(which may involve cross and block  transactions  and which may involve sales to
and through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market,  negotiated transactions or otherwise, at
market prices  prevailing at the time of sale or at  negotiated  prices,  and in
connection  with such resales may pay to or receive from the  purchasers of such
shares commissions.

         To our  knowledge,  there is currently no agreement  with any broker or
dealer  respecting  the  sale  of the  shares  offered  hereby.  Certain  of our
executive officers  participate in 10b5-1 plans that are administered by brokers
or dealers. Upon the sale of any such shares, the selling stockholders or anyone
effecting  sales  on  behalf  of  the  selling  stockholders  may be  deemed  an
underwriter,  as that term is  defined  under  the  Securities  Act of 1933,  as
amended (the "Act").

         We will pay all costs  relating  to the  registration  of the shares of
common stock and the  preparation and  reproduction of this reoffer  prospectus.
However,  any commissions or other fees payable to  broker-dealers in connection
with any sale of the shares will be borne by the selling  stockholders  or other
party  selling  such shares.  We will not receive any proceeds  from the sale of
shares of common stock by the selling stockholders.

         In order to comply with certain states' securities laws, if applicable,
the  shares  will be  sold in such  jurisdictions  only  through  registered  or
licensed brokers or dealers. In certain states the shares may not be sold unless
the shares have been  registered or qualified for sale in such state,  or unless
an exemption form registration or qualification is available and is obtained.

                                  LEGAL MATTERS

         Beth R.  Jacobson,  who is giving an opinion  regarding the legality of
the securities  registered hereby, is Executive Vice President,  General Counsel
and Corporate  Secretary of PDI, Inc. As of March 11, 2005,  Ms.  Jacobson owned
6,250  restricted  shares of PDI's common  stock and options to purchase  35,000
shares of PDI's common stock.

                                     EXPERTS

         The financial  statements  incorporated in this prospectus by reference
to the Annual Report on Form 10-K of PDI,  Inc. for the year ended  December 31,
2004,   have   been   so   incorporated   in   reliance   on   the   report   of
PricewaterhouseCoopers LLP, independent accountants.

                              AVAILABLE INFORMATION

         PDI is subject to the informational requirements of the Exchange Act of
1934,  as amended  (the  "Exchange  Act"),  and in  accordance  therewith  files
reports,  proxy and information  statements and other  information with the SEC.
Such reports,  proxy and  information  statements and other  information  can be
inspected and copied at the Public  Reference Room  maintained by the SEC at 450
Fifth Street,  N.W.,  Washington,  D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet  site at  http://www.sec.gov  that  contains  reports,
proxy and information  statements and other  information  regarding issuers that
file  electronically  with the SEC,  including PDI. PDI's common stock is listed
and traded on the NASDAQ National Market System.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The SEC allows  "incorporation  by reference"  into this  prospectus of
information that PDI files with the SEC. This permits PDI to disclose  important
information  to  you by  referencing  these  filed  documents.  Any  information
referenced  in  this  way  is  considered  part  of  this  prospectus,  and  any
information  filed with the SEC
subsequent to the date of this prospectus will automatically be deemed to update
and supersede  this  information.  PDI  incorporates  by reference the following
documents that have been filed with the SEC:

o    Registration  Statement  on Form  8-A,  dated  May 13,  1998,  relating  to
     registration of shares of PDI's common stock;

o    Annual Report on Form 10-K for the year ended December 31, 2004; and

o    Current Report on Form 8-K dated March 10, 2005.

         PDI incorporates by reference the documents listed above and any future
filings made with the SEC in accordance with Sections 13(a),  13(c), 14 or 15(d)
of the Exchange  Act prior to the filing of a  post-effective  amendment  hereto
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters all securities then remaining unsold.

         PDI will provide  without  charge to each person to whom a copy of this
prospectus has been delivered,  upon the written or oral request of such person,
a copy of any or all of the  documents  referred to above which have been or may
be  incorporated  by reference  herein  (other than  exhibits to such  documents
unless  such  exhibits  are  specifically  incorporated  by  reference  in  such
documents).  Requests  for such copies  should be directed to Beth R.  Jacobson,
Executive Vice President,  General Counsel and Corporate  Secretary,  PDI, Inc.,
(telephone (201) 258-8450).

                                 INDEMNIFICATION

         PDI's Certificate of Incorporation  provides for indemnification of its
directors, officers, employees, and agents against all expenses, liabilities and
losses,  including  attorneys' fees,  judgments,  fines,  ERISA excise taxes (or
penalties and amounts paid or to be paid in settlement)  reasonably  incurred or
suffered by such person in connection therewith to the fullest extent authorized
by the Delaware General Corporation Law. In addition, Section 145 of the General
Corporation Law of the State of Delaware  provides  generally that a person sued
as a director, officer, employee or agent of a corporation may be indemnified by
the  corporation  for expenses,  including  counsel fees,  judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with such action,  suit or  proceeding  if in the case of other than
derivative  suits, the person has acted in good faith and in a manner the person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation  (and with  respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe that the person's conduct was unlawful). In the case
of a derivative suit, a director,  officer, employee or agent of the corporation
who is not protected by the Certificate of Incorporation,  may be indemnified by
the corporation for expenses,  including  counsel fees,  actually and reasonably
incurred by the person in  connection  with defense or settlement of such action
or suit if such  person  has  acted in good  faith  and in a manner  the  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except  that no  indemnification  shall  be made in the  case of a
derivative  suit in  respect  of any  claim  as to  which a  director,  officer,
employee or agent has been adjudged to be liable to the  corporation  unless the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine that such person is fairly and reasonably  entitled to indemnity
for proper  expenses.  Indemnification  is mandatory in the case of a present or
former  director or officer who is successful on the merits in defense of a suit
against such person.

         PDI also maintains  directors' and officers' liability  insurance.  The
specific terms and provisions of the insurance policies limit such coverage.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers and persons  controlling  PDI pursuant to the
foregoing provisions, or otherwise, PDI has been informed that in the opinion of
the SEC such  indemnification  is against public policy as expressed in the Act,
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payment by PDI of expenses incurred or
paid by a  director,  officer  or  controlling  person of PDI in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  PDI
will,  unless in the  opinion of its  counsel  the  matter  has been  settled by
controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  are   incorporated  by  reference  in  this
registration statement:

         (a)      The  Registrant's  latest  Annual  Report on Form 10-K,  filed
                  pursuant to Sections 13(a) or 15(d) of the Securities Exchange
                  Act of 1934 (the "Exchange Act").

         (b)      All other reports filed by the Registrant  pursuant to Section
                  13(a) or 15(d) of the Exchange Act since the end of the fiscal
                  year covered by the annual report referred to in (a) above.

         (c)      The  descriptions of the Common Stock that is contained in the
                  Registrant's registration statements filed under Section 12 of
                  the Exchange Act,  including any amendment or report filed for
                  the purpose of updating such descriptions.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Beth R.  Jacobson,  who is giving an opinion  regarding the legality of
the securities  registered hereby, is Executive Vice President,  General Counsel
and Corporate  Secretary of the  Registrant.  As of March 11, 2005, Ms. Jacobson
owned 6,250  restricted  shares of Common  Stock and options to purchase  35,000
shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

         PDI's Certificate of Incorporation  provides for indemnification of its
directors, officers, employees, and agents against all expenses, liabilities and
losses,  including  attorneys' fees,  judgments,  fines,  ERISA excise taxes (or
penalties and amounts paid or to be paid in settlement)  reasonably  incurred or
suffered by such person in connection therewith to the fullest extent authorized
by the Delaware General Corporation Law. In addition, Section 145 of the General
Corporation Law of the State of Delaware  provides  generally that a person sued
as a director, officer, employee or agent of a corporation may be indemnified by
the  corporation  for expenses,  including  counsel fees,  judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with such action,  suit or  proceeding  if in the case of other than
derivative  suits, the person has acted in good faith and in a manner the person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation  (and with  respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe that the person's conduct was unlawful). In the case
of a derivative suit, a director,  officer, employee or agent of the corporation
who is not protected by the Certificate of Incorporation,  may be indemnified by
the corporation for expenses,  including  counsel fees,  actually and reasonably
incurred by the person in  connection  with defense or settlement of such action
or suit if such  person  has  acted in good  faith  and in a manner  the  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except  that no  indemnification  shall  be made in the  case of a
derivative  suit in  respect  of any  claim  as to  which a  director,  officer,
employee or agent has been adjudged to be liable to the  corporation  unless the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine that such person is fairly and reasonably  entitled to indemnity
for proper  expenses.  Indemnification  is mandatory in the case of a present or
former  director or officer who is successful on the merits in defense of a suit
against such person.
PDI also maintains  directors' and officers' liability  insurance.  The
specific terms and provisions of the insurance policies limit such coverage.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers and persons  controlling  PDI pursuant to the
foregoing provisions, or otherwise, PDI has been informed that in the opinion of
the SEC such  indemnification  is against public policy as expressed in the Act,
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payment by PDI of expenses incurred or
paid by a  director,  officer  or  controlling  person of PDI in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  PDI
will,  unless in the  opinion of its  counsel  the  matter  has been  settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The  following   exhibits  are  filed  as  part  of  this  registration
statement.

Exhibit Number        Description
--------------------------------------------------------------------------------

        4.1           The Certificate of Incorporation of the Registrant  (Filed
                      as Exhibit 3.1 to the Registrant's  Registration Statement
                      on Form S-1, Registration No. 333-46321,  and incorporated
                      herein by reference).

        4.2           Certificate   of   Amendment   to   the   Certificate   of
                      Incorporation  of the  Registrant  (Filed as an exhibit to
                      the  Registrant's  Annual Report on Form 10-K for the year
                      ended  December  31,  2001,  and  incorporated  herein  by
                      reference).

        4.3           The Bylaws of the  Registrant in effect on the date hereof
                      (Filed  as an  exhibit  to the  Registrant's  Registration
                      Statement on Form S-1,  Registration  No.  333-46321,  and
                      incorporated herein by reference).

        4.4           2004 Stock Award and  Incentive  Plan (filed as an exhibit
                      to the Registrant's Proxy Statement for the Annual Meeting
                      of  Shareholders  held on June 16, 2004, and  incorporated
                      herein by reference).

        5.1           Opinion of Beth R.  Jacobson,  Esq. as to the  legality of
                      the Common Stock offered hereby.

       23.1           Consent of Beth R.  Jacobson,  Esq.  (included  as part of
                      Exhibit 5.1 hereto).

       23.2           Consent of PricewaterhouseCoopers LLP.

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment  to the
                           registration statement:
(i)      To  include  any   prospectus   required  by
                                    Section 10(a)(3) of the Act;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  registration  statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  registration
                                    statement; and

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  registration
                                    statement  or any  material  change  to such
                                    information in the registration statement;

PROVIDED,  HOWEVER,  that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant to Sections 13 or 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under  the Act,  each such  post-effective  amendment
                           shall be  deemed to be a new  registration  statement
                           relating to the securities  offered therein,  and the
                           offering  of such  securities  at that time  shall be
                           deemed to be the initial bona fide offering thereof.

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.

         (b)      The  undersigned   Registrant   hereby  undertakes  that,  for
                  purposes of  determining  any  liability  under the Act,  each
                  filing of the Registrant's  annual report pursuant to Sections
                  13(a) or 15(d) of the Exchange Act,  (and,  where  applicable,
                  each  filing  of an  employee  benefit  plan's  annual  report
                  pursuant  to  Section  15(d)  of the  Exchange  Act)  that  is
                  incorporated by reference in the registration  statement shall
                  be deemed to be a new registration  statement  relating to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification  for liabilities  arising under the
                  Act may be permitted to  directors,  officers and  controlling
                  persons of the Registrant pursuant to the provisions described
                  in Item 6, or otherwise,  the Registrant has been advised that
                  in the  opinion  of the SEC such  indemnification  is  against
                  public  policy  as  expressed  in the Act  and is,  therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  Registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  Registrant  in the  successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the Registrant will,  unless in
                  the  opinion of its  counsel  the  matter has been  settled by
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against  public  policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  in its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Saddle River, State of New Jersey, on the 14th day of
March, 2005.

                            PDI, INC.

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

         KNOWN ALL MEN BY THESE  PRESENTS  that each person  whose  signature to
this  registration  statement  appears  below  hereby  constitutes  and appoints
Charles T.  Saldarini and Bernard C. Boyle,  or either of them, as such person's
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for such person and in such person's name,  place and stead, in
any and all  capacities,  to sign  any and all  amendments  to the  registration
statement,  including  post-effective  amendments,  and registration  statements
filed  pursuant to Rule 462 under the  Securities  Act of 1933,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the SEC,  and does hereby grant unto each said  attorney-in-fact  and agent
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as such  person  might  or could  do in  person,  hereby
ratifying and confirming all that each said  attorney-in-fact  and agent, or any
substitute therefor, may lawfully do or cause to be done by virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement  has been signed by the following  persons in the  capacities on March
14, 2005.

Signature                                Title
---------                                -----

/s/ John P. Dugan                        Chairman of the Board of Directors
------------------------------------
   John P. Dugan

                                         Vice Chairman of the Board of Directors
/s/ Charles T. Saldarini                   and Chief Executive Officer
------------------------------------
   Charles T. Saldarini

                                         Chief Financial Officer and Treasurer
/s/ Bernard C. Boyle                       (principal accounting and financial
------------------------------------       officer)
   Bernard C. Boyle

/s/ John M. Pietruski                    Director
------------------------------------
   John M. Pietruski

/s/ Jan Martens Vecsi                    Director
------------------------------------
   Jan Martens Vecsi

/s/ Frank J. Ryan                        Director
------------------------------------
   Frank J. Ryan

/s/ Larry Ellberger                      Director
------------------------------------
   Larry Ellberger

/s/ Dr. Joseph T. Curti                  Director
------------------------------------
   Dr. Joseph T. Curti
/s/ John C. Federspiel                 Director
------------------------------------
   John C. Federspiel

  /s/ Stephen J. Sullivan                Director
------------------------------------
   Stephen J. Sullivan