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* WINOKUR STEVEN L (Last) (First) (Middle) C/O NCO GROUP, INC. 507 PRUDENTIAL ROAD (Street) HORSHAM PA 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) Director 10% Owner X Officer (give title below) Other (specify below) Exec VP of Fin, CFO & Treas.
	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$19.35	03/26/2004	03/26/2004	A		27,140		(1)(2)	03/28/2011	Common Stock	27,140	(1)(2)	27,140	D
Stock Options (Right to Buy)	$18.24	03/26/2004	03/26/2004	A		5,428		(1)(3)	12/14/2011	Common Stock	5,428	(1)(3)	5,428	D
Stock Options (Right to Buy)	$17.86	03/26/2004	03/26/2004	A		5,428		(1)(4)	02/05/2013	Common Stock	5,428	(1)(4)	5,428	D

Explanation of Responses:

1. 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") , 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 of 0.36187 of a share of NCOG common stock for each share of NCPM common stock.

2. 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 75,000 shares of NCPM common stock at an exercise price of $7.00 per share.

3. 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 15,000 shares of NCPM common stock at an exercise price of $6.60 per share.

4. 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 15,000 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/ Steven L. Winokur	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).
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