October
12, 2006
VIA
EDGAR
Ms.
Linda
van Doorn
Senior
Assistant Chief Accountant
Division
of Corporate Finance
U.S.
Securities and Exchange Commission
100
F
Street, N.E.
Washington,
DC 20549
Re: PDI,
Inc.
Form
10-K
for the year ended December 31, 2005
Filed
March 17, 2006
Response
letter dated September 15, 2006
File
No.
0-24249
Dear
Ms.
Van Doorn:
On
behalf
of PDI, Inc. (the “Company”), I am writing in response to the comments made by
the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in
its letter dated August 28, 2006 (the “Comment Letter”) with respect to the
Company’s annual report on Form 10-K for the year ended December 31, 2005
(the “Form 10-K”).
For
your
convenience, the Staff’s comments are set forth below in bold, numbered to
correspond to the comment numbers used in the Comment Letter and followed by
our
responses thereto.
Form
10-K
Item
9A Controls and Procedures
(a)
Disclosure Controls and Procedures, page 36
| 1. |
Please
confirm that in future filings, you will state clearly whether the
disclosure controls and procedures were determined to be effective
or not
effective..
|
Response:
The
Company confirms that in future filings it will state clearly whether the
disclosure controls and procedures were determined to be effective or not
effective.
The
Company acknowledges its responsibility for the adequacy and accuracy of the
disclosure in the filing; staff comments or changes to disclosures in response
to staff comments do not foreclose the SEC from taking any action with respect
to the filing; and the Company may not assert staff comments as a defense in
any
proceeding initiated by the SEC or any person under the federal securities
laws
of the United States. The Company also understands that the Division of
Enforcement has access to all information we provide to the staff of the
Division of Corporation Finance in connection with your review of our filing
or
in response to your comments on our filing.
Please
contact me (phone: (201) 258-8451; facsimile: (201) 258-8541; email:
jesmith@pdi-inc.com) if you have any further comments or require additional
information.
|
Yours
truly,
|
|
/s/
Jeffrey E. Smith
|
|
Executive
Vice-President and
Chief
Financial Officer
|