SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

BARRIST MICHAEL J

(Last)

(First)

(Middle)

C/O NCO GROUP, INC.

507 PRUDENTIAL ROAD

(Street)

HORSHAM

19044

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NCO GROUP INC [ NCOG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value	03/26/2004		A		15,536	A	⁽¹⁾	1,710,319	D
Common Stock, no par value	03/26/2004		A		122,775	A	⁽¹⁾	122,775	I	By the Michael J. Barrist 2001 Grantor Retained Annuity Trust⁽²⁾
Common Stock, no par value								76,744⁽³⁾	I	Co-Trustee
Common Stock, no par value								375⁽³⁾	I	Co-Trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$19.35	03/26/2004		A		36,187		⁽⁴⁾⁽⁵⁾	03/28/2011	Common Stock	36,187	⁽⁴⁾⁽⁵⁾	36,187	D
Stock Options (Right to Buy)	$18.24	03/26/2004		A		9,047		⁽⁴⁾⁽⁶⁾	12/14/2011	Common Stock	9,047	⁽⁴⁾⁽⁶⁾	9,047	D
Stock Options (Right to Buy)	$17.86	03/26/2004		A		9,047		⁽⁴⁾⁽⁷⁾	02/05/2013	Common Stock	9,047	⁽⁴⁾⁽⁷⁾	9,047	D

Explanation of Responses:

1. Each share listed was acquired pursuant to the Agreement and Plan of Merger dated as of December 12, 2003 (the "Merger Agreement") by and among NCO Group, Inc. ("NCOG"), NCPM Acquisition Corporation and NCO Portfolio Management, Inc. ("NCPM") at an exchange ratio of 0.36187 of a share of NCOG common stock for each share of NCPM common stock (the "Exchange Ratio"). On March 26, 2004, the effective date of the merger, the market value of NCOG common stock was $22.66 per share and the market value of NCPM common stock was $8.12 per share, based on the closing sale price on such date.

2. These shares are held in a trust for the benefit of Mr. Barrist's children. Mr. Barrist's spouse is a trustee of the trust and Mr. Barrist has sole power to vote these shares pursuant to an irrevocable proxy.

3. Represents shares held in trusts for which Mr. Barrist acts as co-trustee. The beneficiaries of the trusts include a member of Mr. Barrist's immediate family. Mr. Barrist disclaims the beneficial ownership of all shares held by such trusts. Amounts shown do not include (a) 173,288 shares which Mr. Barrist has the right to vote pursuant to an irrevocable Proxy Agreement and shares dispositive power; and (b) 152,160 shares held in trust for the benefit of Mr. Barrist's children, for which Mr. Barrist does not act as a trustee, as to all of which shares Mr. Barrist disclaims beneficial ownership.

4. Pursuant to the Merger Agreement, NCPM's stock option plan will continue in effect after the merger as an option plan of NCOG. Accordingly, the options listed were converted from options to purchase NCPM common stock and adjusted as to (a) the exercise price per share and (b) the amount of underlying NCOG common stock based on the Exchange Ratio.

5. One-third of these options became exercisable on each of March 28, 2002, March 28, 2003 and March 28, 2004. These options were received in the merger in exchange for employee stock options to purchase 100,000 shares of NCPM common stock at an exercise price of $7.00 per share.

6. One-third of these options became exercisable on each of December 14, 2002 and December 14, 2003, and one-third will become exercisable on December 14, 2004. These options were received in the merger in exchange for employee stock options to purchase 25,000 shares of NCPM common stock at an exercise price of $6.60 per share.

7. One-third of these options became exercisable on February 5, 2004, and one-third will become exercisable on each of February 5, 2005 and February 5, 2006. These options were received in the merger in exchange for employee stock options to purchase 25,000 shares of NCPM common stock at an exercise price of $6.46 per share. The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934 (as amended), the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person.

	/s/ Josh Gindin by Power of Attorney	03/26/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.