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~~

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

~~Orthodontic~~Date ~~Centers~~ of ~~America,~~Report ~~Inc. 401~~(k)Date ~~Profit~~of ~~Sharing~~earliest ~~Plan~~ event reported):August 19, 2005

OCA, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware	001-13457	72-1278948

(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)~~

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

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


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
EXHIBIT INDEX
Amendment No. 6 to Credit Agreement

ITEM 41.01. ~~CHANGES~~ENTRY ININTO ~~REGISTRANT’S~~A ~~CERTIFYING~~MATERIAL ~~ACCOUNTANT~~DEFINITIVE AGREEMENT.

~~Effective June~~ On August 819, 2005, ~~the~~we ~~Orthodontic~~amended ~~Centers~~our ofsenior ~~America~~credit facility, ~~Inc.~~pursuant ~~401(k)~~to ~~Profit~~which ~~Sharing Plan~~ (~~the “401(k~~i) our ~~Plan”)~~lenders ~~appointed~~agreed ~~LaPorte~~to ~~Sehrt~~make ~~Romig~~available ~~Hand~~to ~~(“LaPorte”),~~us anup ~~accounting~~to ~~firm~~an ~~based~~additional $3.8 million inof ~~New Orleans,~~borrowing ~~Louisiana~~capacity, ~~as the 401~~(kii) the lenders ~~Plan’s~~effectively ~~independent~~waived ~~registered~~our ~~public~~failure ~~accounting~~to ~~firm~~file ~~for~~our ~~the fiscal~~10-K ~~year~~and ~~ended~~10-Qs ~~December~~until October 31, ~~2004~~2005, ~~and dismissed PricewaterhouseCoopers LLP~~ (~~“PricewaterhouseCoopers”~~iii) ~~as the 401(k) Plan’s independent registered public accounting firm.~~ we ~~This~~agreed ~~change applies only~~ to ~~the~~an ~~401(k)~~increased ~~Plan’s~~interest ~~financial statements~~rate, ~~and PricewaterhouseCoopers continues~~ to ~~serve~~collateralize asour ~~the~~loan ~~independent~~with ~~registered~~our ~~public~~assets ~~accounting~~and ~~firm~~to ~~for~~certain ~~OCA,~~further ~~Inc.~~restrictions ~~(the~~on ~~“Company”)~~us, ~~the~~and ~~401~~(kiv) we ~~Plan’s~~agreed ~~sponsoring~~to ~~company.~~submit ~~The~~by September 30, ~~change~~2005, inalternatives ~~independent auditors~~ for refinancing ~~the~~our ~~401(k) Plan was based upon economic considerations~~debt. ~~The change was approved by the Audit Committee of the Company’s Board of Directors.~~

~~PricewaterhouseCoopers~~ Also ~~was appointed in April 2004~~ as ~~the~~part ~~independent~~of ~~auditors for~~ the ~~401(k)~~ ~~Plan for the fiscal year ended December 31~~amendment, ~~2003.~~and ~~The report of PricewaterhouseCoopers related~~ to ~~the~~provide ~~401(k)~~us ~~Plan’s~~with ~~financial~~additional ~~statements for the fiscal year ended December 31~~liquidity, ~~2003~~Bart ~~did~~F. ~~not contain an adverse opinion or disclaimer of opinion~~Palmisano, ~~nor~~Sr., ~~was~~our itChairman ~~qualified~~and orChief ~~modified~~Executive ~~as to uncertainty~~Officer, ~~audit~~loaned ~~scope~~us oran ~~accounting~~additional ~~principles~~$1. ~~During the fiscal year ended December~~0 ~~31,~~million ~~2003 and through June 8, 2005, there were no disagreements with PricewaterhouseCoopers~~ on ~~any~~an ~~matter~~unsecured ofbasis ~~accounting~~at ~~principles or practices, financial statement~~a ~~disclosure,~~rate ~~or auditing scope or procedure, which disagreements if not resolved to the satisfaction~~ of ~~PricewaterhouseCoopers,~~10% ~~would~~and ~~have~~payable ~~caused~~January 2006. ~~them~~This tois ~~make reference thereto~~ in ~~their~~addition ~~reports~~to on the ~~financial statements for the 401(k) Plan for such periods~~$2. ~~During the fiscal year ended December 31, 2003 and through June~~0 8,million ~~2005, there were no reportable events as defined in Item~~Mr. ~~304~~Palmisano ~~(a)~~already ~~(1) (v) of~~loaned ~~Regulation S-K with respect~~ to ~~the~~us ~~401(k)~~in ~~Plan~~June 2005.

~~The~~ITEM Company has provided a copy of these disclosures to PricewaterhouseCoopers and requested that they provide a letter, addressed to the Securities and Exchange Commission, stating whether they agree with the above statements9.01 AFINANCIAL ~~copy~~STATEMENTS ofAND ~~that letter is filed herewith as Exhibit 16.1.~~EXHIBITS

~~During the fiscal year ended December 31, 2003 and through June 8, 2005, neither the Company, the 401~~(kc) ~~Plan nor anyone on their behalf consulted LaPorte regarding either the application of~~ Exhibits 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.

~~ITEM 9~~ 99.~~01.~~1 ~~FINANCIAL~~Amendment ~~STATEMENTS~~No. 6 ~~AND~~to ~~EXHIBITS.~~Credit Agreement

~~(c) Exhibits~~2

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

2SIGNATURES

~~Table~~ Pursuant to the requirements of ~~Contents~~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.

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

~~Pursuant~~Date: August ~~to the requirements of the Securities Exchange Act of 1934~~24, ~~the Plan has duly caused~~2005 ~~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.~~3

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

~~Date: July 19, 2005~~EXHIBIT INDEX

3 (c) Exhibits


99.1		Amendment No. 6 to Credit Agreement

Table of Contents

Table of Contents

Table of Contents

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

Filing Compare · OCA, INC. / DE /