~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT

~~CURRENT REPORT~~ Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ~~Date of Report (date of earliest event reported): December 1, 2005~~

~~OCA~~Date of Report (Date of earliest event reported): March 14, ~~INC.~~2006

~~(Exact~~OCA, ~~Name of Registrant as Specified in Its Charter)~~INC.

Delaware		001-13457		72-1278948
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

(Exact Name of Registrant as Specified in Its Charter)

3850 N. Causeway Boulevard, Suite 800
Delaware	001-13457	72-1278948
Metairie, Louisiana	70002
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
(Address of Principal Executive Offices)	(Zip Code)

(504) 834-4392 (Registrant’s Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed from Last Report)


3850 N. Causeway Boulevard, Suite 800 Metairie, Louisiana		70002

(Address of Principal Executive Offices)		(Zip Code)

~~Check the appropriate box below if the Form 8~~(504) 834-K4392 (Registrant’s ~~filing~~Telephone isNumber, ~~intended~~Including toArea ~~simultaneously satisfy the~~Code) ~~filing~~(Former ~~obligation~~Name ofor ~~the~~Former ~~registrant~~Address, ~~under~~if ~~any~~Changed offrom ~~the~~Last ~~following provisions (see General Instruction A.2. below~~Report):

oCheck ~~Written communications pursuant to Rule 425 under~~ the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) o Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ofiling ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the filing ~~Exchange~~obligation ~~Act~~of ~~(17~~the ~~CFR~~registrant ~~240.14d-2(b))~~under oany ~~Pre-commencement~~of ~~communications pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act (17 CFR 240.13e-4(c))~~provisions:

~~TABLE~~o OFWritten ~~CONTENTS~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
	Item 9.01. Financial Statements and Exhibits.
OCA International LLC Capitalization Agreement
OCA International LLC Management Agreement
Conway Del Genio Gries & Co. LLC Engagement Letter

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

~~Table~~o ofPre-commencement ~~Contents~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Item~~o Pre-commencement communications pursuant to Rule ~~1.01.~~13e-4(c) ~~Entry~~under ~~into~~the aExchange ~~Material~~Act ~~Definitive~~(17 CFR ~~Agreement~~240.13e-4(c))

~~Effective December~~Item 1~~, 2005, OCA, Inc~~.,03 Bankruptcy aor Delaware corporation (“OCA”), executed agreements with Gimili, LLC, a Louisiana limited liability company (“Gimili”), pursuant to which OCA contributed to Gimili interests in the following international entities (collectively, the “International Companies”): (1) Servicios Administrativos OCA, SA de CV (Mexico); (2) OCA International, IncReceivership. ~~(Brazil); (3) OCA China; (4) OCA Japan; and (5) Orthodontic Centers of America~~ ~~Europe, S.A. Copies of these agreements are attached hereto as Exhibits 99.1 and 99.2.~~

~~OCA~~(a) On ~~International~~March 14, ~~LLC~~2006, aOCA, ~~Florida~~Inc. ~~limited liability company~~ (“~~OCAI~~OCA”), ~~was~~and ~~formed~~certain onof ~~October 18,~~its ~~2005~~direct tosubsidiaries ~~own~~(collectively, the ~~control~~“Debtors”) ~~and~~each ~~operate~~filed ~~the~~voluntary ~~International~~petitions ~~Companies.~~for ~~Pursuant~~relief tounder Chapter 11 of the ~~agreements~~United ~~with~~States ~~Gimili,~~Bankruptcy ~~OCA~~Code ~~contributed~~(the ~~its~~“Bankruptcy ~~ownership~~Code”) ~~interests~~ in the ~~International~~United ~~Companies~~States toBankruptcy ~~OCAI~~Court ~~in exchange~~ for the ~~following:~~Eastern District ~~(1) promissory~~of ~~notes~~Louisiana ~~from~~(the ~~each~~“Bankruptcy ofCourt”) ~~the~~(Case ~~International~~Nos. ~~Companies~~06-10179, ~~totaling~~06-10180, ~~the~~06-10181, 06-10182, ~~principal~~06-10183, ~~amount~~06-10184, of06-10185, ~~$12~~06-10186,~~500~~ 06-10187,~~000;~~ ~~and~~06-10188, ~~(2) an~~06-10189, ~~equity/ownership~~06-10190, ~~interest~~06-10191, of06-10192, 06-10193, ~~53.57%~~06-10194, in06-10195, ~~OCAI.~~06-10196, ~~In exchange~~06-10197, ~~for~~06-10198, ~~contributions~~06-10199, ~~made~~06-10200, to06-10201, ~~the~~06-10202, 06-10203, ~~International~~06-10204, ~~Companies~~06-10205, ~~totaling~~06-10206, $106-10207,~~300~~ 06-10208,~~000~~ by06-10209, ~~the~~06-10210, ~~end~~06-10211, of06-10212, ~~calendar~~06-10213, ~~year~~06-10214, ~~2005~~06-10215, ~~Gimili~~06-10216, ~~received~~06-10217, an06-10218, ~~equity/ownership~~06-10219, ~~interest~~06-10220, of06-10221, 4606-10222 and 06-10223).~~43%~~ inThe ~~OCAI.~~Debtors ~~Furthermore~~manage, ~~pursuant~~ toand ~~the~~will ~~agreements~~continue to manage, ~~Gimili~~their ~~has~~properties ~~been~~and ~~engaged~~operate totheir businesses ~~provide~~as ~~management,~~“debtors-in-possession” ~~administrative~~under the jurisdiction of the Bankruptcy Court and in ~~investment~~accordance ~~services~~with tothe ~~OCAI~~applicable ~~and~~provisions of the ~~International~~Bankruptcy ~~Companies~~Code, inunless ~~return~~there ~~for~~is ~~which~~a ~~Gimili~~court ~~will~~order to the contrary. On March 15, 2006, OCA issued a ~~receive~~press norelease ~~management~~relating ~~fee~~to ~~but~~the ~~will~~foregoing, bea ~~reimbursed~~copy ~~for~~of ~~its~~which ~~costs~~is ~~incurred~~attached hereto as Exhibit 99.1 and incorporated herein by reference.

~~Gimili~~On isMarch 17, ~~owned~~2006, byOCA ~~the~~and ~~family~~certain of ~~Bartholomew~~its Fsubsidiaries received an interim order from the Bankruptcy Court approving a $15 million debtor-in-possession revolving credit facility (the “DIP Facility”). ~~Palmisano~~The DIP Facility is being provided by OCA’s existing lender group, ~~Sr.~~led by Bank of America, as agent, and Silver Point Capital. Under the ~~Chairman~~terms of the ~~Board~~Bankruptcy Court’s approval, a ~~President~~loan of up to $7 million of the commitments under the DIP Facility is available immediately to OCA and ~~Chief~~certain ~~Executive~~of ~~Officer~~its subsidiaries. The approval of the financing is subject to a final hearing scheduled for April 5, 2006. On March 20, 2006, OCA issued a press release relating to the DIP Facility, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

~~Item~~ (b) ~~5.02.~~Not ~~Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers~~applicable.

~~On January~~Item ~~11, 2006, OCA appointed Michael F~~8.01 Other ~~Gries to serve as its Chief Restructuring Officer to manage restructuring and turnaround efforts in connection with a refinancing or restructuring of OCA’s debt~~Events.

~~Mr.~~On March ~~Gries~~15, ~~51,~~ ~~is a founding member of Conway~~2006, ~~Del~~OCA ~~Genio,~~issued ~~Gries & Co., LLC (“CDG”),~~ a ~~financial~~ ~~advisory~~press ~~firm~~release ~~providing~~announcing ~~restructuring,~~filing ~~crisis~~for ~~and~~relief ~~turnaround~~under ~~management, and merger and acquisition services. Prior to founding CDG in 1998, Mr.~~Chapter ~~Gries~~11 ~~was with Ernst & Young LLP as a Partner and Director~~ of the ~~Restructuring~~Bankruptcy ~~and Reorganization practice in New York~~Code. ~~For~~A ~~over~~copy ~~20 years,~~of hethat ~~has~~press ~~specialized~~release inis ~~providing~~attached ~~business~~hereto ~~and~~as financial advice to companies, investors and other parties in both distressed and turnaround situations in diverse domestic and international businesses including heavy industrial products, light manufacturing including apparel and food processing, retail, advertising, newspaper publishing and broadcastingExhibit 99. ~~He has a B~~1.~~S. in~~ ~~accounting and finance from Northeastern University and is a member of the AICPA, the New Jersey State Society of Certified Public Accountants and the Association of Insolvency Accountants.~~

~~As of~~On ~~January~~March 320, 2006, OCA ~~entered~~issued into an agreement with CDG, pursuant to which OCA engaged CDG to assist and advise OCA and to provide restructuring management and turnaround management services, including providing Mr. Gries as OCA’s Chief Restructuring Officer, in connection with a ~~refinancing~~press orrelease ~~restructuring~~announcing of the ~~debt~~DIP ~~obligations of OCA and its subsidiaries~~Facility. A copy of ~~this~~that press ~~agreement~~release is attached hereto as Exhibit 99.32. ~~For its services under this agreement, OCA will pay CDG an initial~~ retainer of $200,000 and a monthly fee of $200,000 plus reasonable expenses. Within 30 days of the commencement of this agreement, CDG will develop an overall strategy for its engagement, including goals to be achieved; and OCA and CDG will negotiate to establish an incentive fee based on the achievement of those goals, to be paid to CDG at the completion of its engagement. Prior to entering into this agreement, neither OCA nor any of its affiliates had any material relationships with CDG.

~~Table~~Item 9.01 Financial ofStatements ~~Contents~~and Exhibits.

~~Item~~(d) ~~9.01. Financial Statements and~~ Exhibits.


99.1		Press Release dated March 15, 2006, announcing filing for relief under Chapter 11 of the Bankruptcy Code.

99.2		Press Release dated March 20, 2006, announcing DIP Facility.

	99.1		OCA International, LLC Capitalization Agreement
	99.2		OCA International, LLC Management Agreement
	99.3		Conway, Del Genio, Gries & Co., LLC Engagement Letter

~~Table of Contents~~SIGNATURES

~~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.

~~Pursuant~~OCA, toINC. ~~the~~By: ~~requirements~~/s/ ofBartholomew ~~the~~F. ~~Securities~~Palmisano, ~~Exchange~~Sr. ~~Act~~Bartholomew ofF. ~~1934~~Palmisano, ~~the~~Sr. ~~registrant~~Chairman ~~has~~of ~~duly caused this report to be signed on its behalf by~~ the ~~undersigned~~Board, ~~hereunto~~President ~~duly~~andChief ~~authorized.~~ Executive Officer

	OCA, INC.
	By:	/s/ Bartholomew F. Palmisano, Sr.
		Bartholomew F. Palmisano, Sr. Chairman of the Board, President and Chief Executive Officer
Date: January 17, 2006

Date: March 20, 2006

~~Table of Contents~~3

~~Exhibit Index~~EXHIBIT INDEX

Exhibits Description of Exhibit


99.1		Press Release dated March 15, 2006, announcing filing for relief under Chapter 11 of the Bankruptcy Code.

99.2		Press Release dated March 20, 2006, announcing DIP Facility.

	99.1		OCA International, LLC Capitalization Agreement
	99.2		OCA International, LLC Management Agreement
	99.3		Conway, Del Genio, Gries & Co., LLC Engagement Letter

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