UNITED ~~STATES SECURITIES~~STATESSECURITIES AND EXCHANGE ~~COMMISSION WASHINGTON~~COMMISSIONWASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~PURSUANT ofTO ~~report~~SECTION 13 OR 15(~~Date~~D) ofOF ~~earliest~~THESECURITIES ~~event~~EXCHANGE ~~reported): May~~ACT 1,OF ~~2006~~1934

Date of report (Date of earliest event reported): May 15, 2006

NCO Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania

0-21639

23-2858652

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

507 Prudential Road, Horsham, Pennsylvania

19044

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (215) 441-3000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 27.~~02. Results~~01 Regulation ofFD ~~Operations and Financial Condition.~~Disclosure

On May 1 16, 2006, NCO Group, Inc. (the “Company”) issued a press release announcing that its ~~results~~Board of ~~operations~~Directors ~~for~~received ~~the~~a ~~first~~proposal ~~quarter~~on ofMay 15, 2006 from a group of investors led by Michael J. ABarrist, ~~copy~~Chairman and Chief Executive Officer of the ~~press~~Company, ~~release~~to isacquire ~~attached~~all ~~hereto~~of asthe ~~Exhibit~~outstanding 99shares of the Company for $27.150 ~~and~~per share in cash. The press release is ~~incorporated~~furnished ~~herein~~herewith byas ~~reference~~Exhibit 99.1.

Item 9.01 ~~The~~Financial ~~Company~~Statements ~~disclaims~~and ~~any obligation to update the information in this Report as a result of new information, future events, or otherwise.~~Exhibits

~~Item~~(d) ~~7.01. Regulation FD Disclosure.~~Exhibits

Item 9.01. Financial Statements and Exhibits.


No.						Description

99.1						Press Release dated May 16, 2006.

		(c)	Exhibits
		99.1	Press Release of NCO Group, Inc. dated May 1, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		~~NCO GROUP, INC.~~	NCO GROUP, INC.
Date: May 2, 2006	By:	/s/ Steven L. Winokur
Date: May 16, 2006			By:	/s/ Steven L. Winokur
		Steven L. Winokur
			Name:	Steven L. Winokur
		Executive Vice President
			Title:	Executive Vice President; Chief Financial Officer and Chief Operating Officer - Shared Services
		and Chief Financial Officer

3EXHIBIT INDEX


No.						Description

99.1						Press Release dated May 16, 2006.

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