SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of earliest ~~the~~event ~~Securities~~reported): ~~Exchange~~July ~~Act~~19, of2005 ~~1934~~(June 8, 2005)

~~Date~~Orthodontic ofCenters ~~Report (Date~~ of ~~earliest~~America, ~~event~~Inc. ~~reported~~401(k): ~~July~~Profit 6,Sharing ~~2005 (June 30, 2005)~~Plan

OCA, INC.

(Exact Name of Registrant as Specified in Its Charter)

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


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

(Address of Principal Executive Offices)		(Zip Code)

(504) 834-4392
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed from 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):

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

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

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

TABLE OF CONTENTS

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. SIGNATURES


	ITEM 4.01. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
	ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
EX-16.1 LETTER OF PRICEWATERHOUSECOOPERS LLP

ITEM 14.01. ~~ENTRY~~CHANGES ~~INTO~~IN AREGISTRANT’S ~~MATERIAL~~CERTIFYING ~~DEFINITIVE AGREEMENT~~ACCOUNTANT.

~~OCA~~Effective June 8, ~~Inc.~~2005, (the ~~“Company”)~~Orthodontic ~~and~~Centers ~~the~~of ~~lenders~~America, ~~under~~Inc. ~~its~~401(k) ~~senior~~Profit ~~credit~~Sharing ~~facility~~Plan (the ~~have~~“401(k) ~~entered~~Plan”) ~~into an~~appointed ~~amendment~~LaPorte ~~and~~Sehrt ~~waiver~~Romig toHand ~~the~~(“LaPorte”), ~~credit~~an ~~facility~~accounting ~~that~~firm ~~extends~~based toin ~~July 31~~New Orleans, ~~2005~~Louisiana, ~~the~~as ~~deadline under~~ the ~~credit~~ ~~facility for~~ 401(ak) ~~filing~~ ~~the Company~~Plan’s ~~annual~~independent ~~report~~registered onpublic ~~Form~~accounting ~~10-K~~firm for the fiscal year ended December 31, 2004, ~~(the~~and ~~“2004~~dismissed ~~Form 10-K~~PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) ~~and~~as ~~quarterly~~the ~~report~~401(k) onPlan’s ~~Form~~independent ~~10-Q~~registered ~~for~~public ~~the~~accounting ~~quarter ended March 31,~~firm. ~~2005~~This ~~(the~~change ~~“First~~applies ~~Quarter~~only ~~Form 10-Q”),~~to ~~and~~the 401(bk) ~~delivering~~ toPlan’s ~~the lenders audited~~ financial statements ~~for 2004~~ and ~~unaudited~~PricewaterhouseCoopers ~~financial~~continues ~~statements~~to ~~for~~serve as the ~~first~~independent ~~quarter~~registered ofpublic ~~2005.~~accounting ~~The~~firm ~~lenders~~for ~~also~~OCA, ~~waived~~Inc. ~~any~~(the ~~default~~“Company”), ~~or event of default resulting from~~ the ~~Company~~401(k) Plan’s ~~failure~~sponsoring tocompany. ~~timely~~The ~~file~~change ~~the 2004~~in ~~Form~~independent ~~10-K~~auditors for ~~and~~the ~~First~~401(k) ~~Quarter~~Plan ~~Form~~was ~~10-Q~~based ~~and~~upon ~~deliver~~economic ~~the related financial statements~~considerations. AsThe ~~previously~~change ~~announced,~~was ~~those~~approved ~~deadlines~~by ~~had~~the ~~been~~Audit ~~previously~~Committee ~~extended~~of tothe ~~June~~Company’s ~~30,~~Board ~~2005~~of Directors.

OnPricewaterhouseCoopers ~~June 30,~~was ~~2005,~~appointed in April 2004 as the ~~Company~~independent ~~repaid~~auditors ~~approximately~~for the $2401(k) Plan for the fiscal year ended December 31, 2003.~~1 million~~ The report of PricewaterhouseCoopers related to the ~~term~~401(k) ~~debt~~Plan’s ~~outstanding~~financial ~~under~~statements ~~the~~for ~~credit~~the ~~facility,~~fiscal ~~resulting~~year inended ~~$4.2~~December ~~million~~31, 2003 did not contain an adverse opinion or disclaimer of ~~term~~opinion, nor ~~debt~~was ~~outstanding~~it atqualified or modified as to uncertainty, audit scope or accounting principles. During ~~June~~the fiscal year ended December 3031, ~~2005.~~2003 Atand through June 308, 2005, ~~the~~there ~~Company~~were ~~also~~no ~~had~~disagreements with ~~$85.6 million~~PricewaterhouseCoopers ofon ~~debt~~any ~~outstanding~~matter ~~under~~of ~~the~~accounting ~~revolving~~principles ~~line~~or ofpractices, financial statement ~~credit~~disclosure, ~~component~~or ofauditing ~~the~~scope ~~credit~~or ~~facility~~procedure, which ~~continues~~disagreements if not resolved to bethe satisfaction ~~limited~~of PricewaterhouseCoopers, would have caused them to anmake ~~aggregate~~reference ofthereto ~~$90~~in their reports on the financial statements for the 401(k) Plan for such periods.0 During the fiscal year ended December 31, 2003 and through June ~~million~~8, 2005, there were no reportable events as defined in Item 304 (a) (1) (v) of Regulation S-K with respect to the 401(k) Plan.

The Company ~~also~~has ~~reported~~provided ~~that~~a ~~its~~copy ~~cash~~of ~~collections~~these ~~during~~disclosures ~~June 2005 were strong and continued~~ to ~~meet~~PricewaterhouseCoopers ~~or slightly exceed expectations~~ and requested that ~~the~~they ~~Company’s~~provide ~~cash~~a ~~flow enabled~~letter, itaddressed to ~~continue~~the toSecurities ~~pay its~~ and ~~its~~Exchange ~~affiliated~~Commission, ~~practices’ operating~~stating ~~expenses in a timely manner. The Company continues to seek~~whether ~~additional~~they ~~liquidity~~agree inwith the ~~form~~above ofstatements. ~~further~~A ~~borrowings~~copy ~~under its revolving line~~ of ~~credit~~that orletter ~~through~~is afiled ~~refinancing~~herewith ~~transaction~~as ~~with an alternative lender~~Exhibit 16.1.

2 During the fiscal year ended December 31, 2003 and through June 8, 2005, neither the Company, the 401(k) Plan nor anyone on their behalf consulted LaPorte regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the 401(k) Plan’s financial statements, and neither a written report nor oral advice was provided to the Company or the 401(k) Plan by LaPorte.

~~Table~~ITEM of9.01. ~~Contents~~FINANCIAL STATEMENTS AND EXHIBITS.

~~SIGNATURES~~(c) Exhibits

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.


Exhibit Number		Description
	16.1	Letter of PricewaterhouseCoopers LLP regarding change in certifying accountant for the Orthodontic Centers of America, Inc. 401(k) Profit Sharing Plan

~~OCA, INC. By: /s/ Cathy M. Green Cathy M. Green Chief Accounting Officer and Interim Chief Financial Officer~~2

Date:Table Julyof 6, 2005 Contents

3SIGNATURES

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


	ORTHODONTIC CENTERS OF AMERICA, INC. 401(K) PROFIT SHARING PLAN
	By:	OCA, INC.



	By:	/s/ Cathy M. Green
		Cathy M. Green
		Chief Accounting Officer and Interim Chief Financial Officer

Date: July 19, 2005

Table of Contents

Table of Contents

Date:Table Julyof 6, 2005 Contents

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