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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Pediatric Services of America, Inc.

(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

705323103
(CUSIP Number)

Jennifer Nance, 600 New Hampshire Avenue, NW, Washington, DC 20037
(202) 266-7900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 9, 2005
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Page 1 of 6 Pages


CUSIP No. 705323103	13D/A	Page 2 of 6 Pages



1.	NAME OF REPORTING PERSONS:	Portfolio Logic LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS	32-0092779
	(entities only)

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**			(a) (b)	o o


3.	SEC USE ONLY


4.	SOURCE OF FUNDS**				WC


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				o


6.	CITIZENSHIP OR PLACE OF ORGANIZATION:		Delaware

	7.	SOLE VOTING POWER:	0
NUMBER OF
SHARES
BENEFICIALLY	8.	SHARED VOTING POWER:	782,618
OWNED BY
EACH
REPORTING
PERSON	9.	SOLE DISPOSITIVE POWER:	0
WITH

	10.	SHARED DISPOSITIVE POWER:	782,618

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:	782,618


12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES**	o


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):	10.9%


14.	TYPE OF REPORTING PERSON**	OO


CUSIP No. 705323103	13D/A	Page 3 of 6 Pages



1.	NAME OF REPORTING PERSONS:	Jeffrey D. Zients
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS	32-0092779
	(entities only)

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**			(a) (b)	o o


3.	SEC USE ONLY


4.	SOURCE OF FUNDS**				WC


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				o


6.	CITIZENSHIP OR PLACE OF ORGANIZATION:		United States

	7.	SOLE VOTING POWER:	0
NUMBER OF
SHARES
BENEFICIALLY	8.	SHARED VOTING POWER:	782,618
OWNED BY
EACH
REPORTING
PERSON	9.	SOLE DISPOSITIVE POWER:	0
WITH

	10.	SHARED DISPOSITIVE POWER:	782,618

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:	782,618


12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES**	o


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):	10.9%


14.	TYPE OF REPORTING PERSON**	IN

**SEE INSTRUCTIONS BEFORE FILING OUT


CUSIP No. 705323103	13D/A	Page 4 of 6 Pages

This Statement constitutes Amendment No. 3 to the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on August 31, 2004 (the “Schedule 13D”), as amended. This Schedule 13D/A relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Pediatric Services of America, Inc., a Delaware corporation (the “Issuer”). This Schedule 13D/A is being filed jointly pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the Securities Exchange Act of 1934, as amended, on behalf of Portfolio Logic LLC, a Delaware limited liability corporation (“Portfolio Logic”), and Jeffrey D. Zients, an individual (collectively, the “Reporting Persons”). Based on his relationship with Portfolio Logic, as described in the Schedule 13D, Mr. Zients is deemed to be a beneficial owner of the Common Stock owned by Portfolio Logic for purposes of Section 13(d).

Other than as set forth herein, there has been no material change in the information set forth in the Schedule 13D, as amended.


ITEM 3.		Source and Amount of Funds or Other Consideration.

		(a) Source of Funds:
		The funds for the purchase of the shares of Common Stock held by Portfolio Logic have come from its working capital. The working capital of Portfolio Logic may from time to time include the proceeds of margin loans entered into in the ordinary course of business, with such loans being secured by securities owned by Portfolio Logic.

		(b) Amount of Funds:
		As of the date hereof, Portfolio Logic has acquired 782,618 shares of Common Stock with an aggregate purchase price of $6,781,158.

ITEM 4.		Purpose of the Transaction.

		All Common Stock of the Issuer held by the Reporting Persons were acquired for investment purposes. The Reporting Persons may from time to time acquire beneficial ownership of additional Common Stock or other securities of the Issuer, including securities that may be convertible into or exercisable for Common Stock, and may from time to time cease to have beneficial ownership of Common Stock, depending upon price, market conditions, availability of funds, evaluation of alternative investments and other factors. Without limitation of the foregoing, the Reporting Persons’ intentions generally are to explore means to realize favorable returns upon their investment in the Common Stock and, accordingly, on an on-going basis, may seek, evaluate and/or respond to offers to sell or otherwise dispose of the Common Stock, either through open market or privately negotiated transactions. Such transactions may include transfers of shares of Common Stock to their ultimate beneficial owners, individual sales on behalf of the ultimate beneficial owners, and dispositions through negotiated transactions that result in a third party’s acquisition of some or all of the Common Stock. The Reporting Persons may seek to share opportunities or analyses with the Issuer regarding possible strategies to enhance stockholder value. The Reporting Persons reserve the right to take any action with respect to the Issuer or any of its equity securities in any manner permitted by law. Except as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the events, actions or conditions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5.		Interest in Securities of the Issuer.


		(a)		Number of Shares Beneficially Owned:
				782,618

				Percent of Class:
				10.9%

		(b)		Sole Power to Vote, Direct the Vote of, or Dispose of Shares:
				Not applicable

				Shared Power to Vote, Direct the Vote of, or Dispose of Shares:
				Portfolio Logic is the owner of all of the 782,618 shares of Common Stock. Jeffrey D. Zients is the Managing Member of Portfolio Logic Management LLC, which is the Managing Member of Portfolio Logic. Based on his relationship with Portfolio Logic, as described


CUSIP No. 705323103	13D/A	Page 5 of 6 Pages



				in the Schedule 13D, Mr. Zients is deemed to be a beneficial owner of the Common Stock owned by Portfolio Logic for purposes of Section 13(d).
		(c)		Recent Transactions:
				Attached hereto as Appendix A is information required by this Item 5 with respect to all transactions in the Issuer’s Common Stock by the Reporting Persons effected during the past 60 days or since the most recent filing of Schedule 13D, whichever is less. All shares of the Common Stock were purchased by Portfolio Logic.

		(d)		Rights with Respect to Dividends or Sales Proceeds:
				Portfolio Logic has all rights to receive dividends or sales proceeds from the shares of Issuer’s Common Stock.


ITEM 7.		Material to be Filed as Exhibits.
		Appendix A: Description of transactions in the Issuer’s Common Stock disclosed pursuant to Item 5(c).

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


PORTFOLIO LOGIC LLC

Dated February 11, 2005

	By:	/s/ Jeffrey D. Zients Jeffrey D. Zients Managing Member, Portfolio Logic Management LLC

JEFFREY D. ZIENTS

Dated February 11, 2005	By:	/s/ Jeffrey D. Zients Jeffrey D. Zients


CUSIP No. 705323103	13D/A	Page 6 of 6 Pages

APPENDIX A

DESCRIPTION OF TRANSACTIONS

The following is a list of all transactions in the Issuer’s Common Stock by the Reporting Persons effected during the past 60 days or since the most recent filing of Schedule 13D, whichever is less.


Date	Number of Shares	Acquisition (A) or Disposition (D)	Price

02/09/2005	83,218	A	12.20