FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Saitta Jo Ann
2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2012
3. Issuer Name and Ticker or Trading Symbol
PDI INC [PDII]
(Last)
(First)
(Middle)
C/O PDI INC., MORRIS CORPORATE CENTER 1, BUILDING A, 300 INTERPACE PARKWAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
PDI SVP IT, GM GROUP DCA
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PARSIPPANY, NJ 07054
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (1) 60,396
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights   (2) 03/30/2012 Common Stock 6,784 $ 9.52 D  
Stock Appreciation Rights   (2) 02/27/2013 Common Stock 9,101 $ 7.73 D  
Stock Appreciation Rights   (3) 02/19/2014 Common Stock 17,797 $ 5.89 D  
Stock Appreciation Rights   (4) 03/01/2015 Common Stock 22,088 $ 5.03 D  
Stock Appreciation Rights   (5) 01/30/2017 Common Stock 25,773 $ 6.63 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Saitta Jo Ann
C/O PDI INC., MORRIS CORPORATE CENTER 1
BUILDING A, 300 INTERPACE PARKWAY
PARSIPPANY, NJ 07054
      PDI SVP IT, GM GROUP DCA  

Signatures

Jo Ann Saitta 02/09/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 7,640 restricted stock units that vest on 2/19/12 and 10,934 restricted stock units that vest on 3/1/13. Includes 17,773 restricted shares of common stock that vest on 3/3/14, 759 restricted shares of common stock that vest on 12/21/12, and 11,312 restricted shares of common stock that vest on 1/30/15.
(2) Currently exercisable.
(3) Two-thirds are currently exercisable and one-third becomes exercisable on 2/19/12.
(4) One-third is currently exercisable and the remaining two-thirds will become exercisable on each of 3/1/12 and 3/1/13.
(5) One-third will become exercisable on each of 1/30/13, 1/30/14, and 1/30/15.

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