UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)

(Amendment No. 2)

NutriSystem, Inc.

(Name of Subject Company (Issuer))

COMMON STOCK

(Title of Class of Securities)

67069D 10 8

(CUSIP Number of Class of Securities)

NewSpring Ventures, L.P.

500 North Gulph Road, Suite 500

King of Prussia, PA 19406

Attn: Michael A. DiPiano

Managing Partner

(Name, address and telephone number of person authorized to receive notices and communications)

With a copy to:

A. John May III, Esquire

Pepper Hamilton LLP

400 Berwyn Park

899 Cassatt Road

Berwyn, Pennsylvania 19312-1183

Telephone: (610) 640-7800

August 29, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box  ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP NO. 67069D 10 8 13D Page 2 of 5

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)             NewSpring Ventures, L.P. (23-3014041)             Progress Capital II, L.P. (23-3014896)             Progress Capital II, Inc. (23-3014949)             NewSpring Capital, LLC (23-3102259)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS             WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER                 2,652,055   8    SHARED VOTING POWER                 0   9    SOLE DISPOSITIVE POWER                 2,652,055 10    SHARED DISPOSITIVE POWER                 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             2,709,055
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             7.8%
14	TYPE OF REPORTING PERSON (See Instructions)             PN

CUSIP NO. 67069D 10 8 13D Page 3 of 5

This Amendment No. 3 to Schedule 13D amends and supplements the Schedule 13D filed on December 20, 2002, as amended by Amendment No. 1 to Schedule 13D filed on May 21, 2004, and Amendment No. 2 to Schedule 13D filed on June 3, 2005. The Schedule 13D is hereby amended and supplemented as follows:

Item 1. Security and Issuer

Common stock, par value $0.001 per share of NutriSystem, Inc. (the “Company”) having its principal offices at 200 Welsh Road, Horsham, PA 19044.

Item 2. Identity and Background

(a) Name: NewSpring Ventures, L.P., a Delaware limited partnership, is the direct beneficial holder of the shares, except as otherwise disclosed herein, and is hereinafter referred to as “NewSpring Ventures.” Progress Capital II, L.P., a Delaware limited partnership, is the general partner of NewSpring Ventures, and its general partner is Progress Capital II, Inc., a Delaware corporation. NewSpring Capital, LLC, a Delaware limited liability company, is the affiliated management company for NewSpring Ventures.

The officers of Progress Capital II, Inc. and NewSpring Capital, LLC are Michael A. DiPiano, Jr. (CEO), Marc R. Lederman, Brian G. Murphy and Jonathan Schwartz (the “Reporting Person Officers”). The directors of Progress Capital II, Inc. are Michael A. DiPiano, Jr., Wayne Kimmel, Brian G. Murphy, W. Kirk Wycoff and Ian J. Berg. The directors of NewSpring Capital are Michael A. DiPiano, Jr., Brian G. Murphy and Marc R. Lederman and Jonathan Schwartz. Neither NewSpring Ventures nor Progress Capital II, L.P. has any officers or directors.

(b) Residence or business address: The Business Address for each of NewSpring Ventures, Progress Capital II, L.P., Progress Capital II, Inc. and NewSpring Capital, LLC is 500 North Gulph Rd, Suite 500, King of Prussia, PA 19406

(c) Present principal business and address:

NewSpring Ventures is a venture capital fund. Progress Capital II, L.P. is the general partner of NewSpring Ventures. Progress Capital II, Inc. is the general partner of Progress Capital II, L.P. and oversees the business and affairs of Progress Capital II, L.P. and NewSpring Ventures. NewSpring Capital, LLC is the management company for NewSpring Ventures managing its investments.

Michael A. DiPiano, Jr. is the CEO and a director of Progress Capital II, Inc. and NewSpring Capital, LLC. He is also a director of Nutri/System, Inc. Marc R. Lederman and Brian G. Murphy are Partners in NewSpring and officers of Progress Capital II, Inc. Brian G. Murphy is also a director of Progress Capital II, Inc. and NewSpring Capital, LLC.

(d) During the last five years, none of NewSpring Ventures, Progress Capital II, L.P., Progress Capital II, Inc., NewSpring Capital, nor any of the officers or directors of the foregoing has been convicted in a criminal proceeding.

(e) During the last five years, none of NewSpring Ventures, Progress Capital II, L.P., Progress Capital II, Inc., NewSpring Capital, nor any of the officers or directors of the foregoing has been a party to a civil proceeding the result of which was or is to enjoin future violations of, or prohibit or mandate activities subject to, federal or state securities laws or a civil proceeding finding any violation with respect to such laws.

CUSIP NO. 67069D 10 8 13D Page 4 of 5

(f) Each of the officers and directors of Progress Capital II, Inc. and NewSpring Capital, LLC is a United States citizen.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated to read in its entirety as follows:

(a-b) The table below sets forth the aggregate number of shares of Common Stock and the percentage of the Company’s outstanding Common Stock beneficially owned by the Reporting Persons.

	Beneficial Ownership
	Number of Shares	Percentage of Total (1)
NewSpring Ventures, L.P. (2)	2,709,055(3)	7.8%

(1) Calculations based upon 33,909,585 shares outstanding.

(2) Progress Capital II, L.P., as the general partner of NewSpring Ventures, and Progress Capital II, Inc., as the general partner of Progress Capital II, L.P., may also be deemed to have beneficial ownership of such shares.

(3) Includes options to acquire 50,000 shares of the Company’s Common Stock at an exercise price of $.73 per share, and a stock grant of 7,000 shares of Common Stock, which stock grant and options were granted to Mr. Michael A. DiPiano, Jr. for his service on the Company’s Board of Directors. Mr. DiPiano has agreed to exercise these options if and when directed by NewSpring Capital, at NewSpring Capital’s expense, and to contribute the initial stock grant and any shares acquired upon exercise of these options to NewSpring Capital. NewSpring Ventures has the sole power to vote and dispose the 2,659,055 shares of Common Stock actually issued to NewSpring Ventures.

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Mr. Michael A. DiPiano, Jr. holds 7,000 shares of the Company’s Common Stock and options to acquire 50,000 shares of the Company’s Common Stock at an exercise price of $.73 per share, both received in consideration of Mr. DiPiano’s service on the Company’s Board of Directors. Mr. DiPiano has agreed to exercise these options if and when directed by NewSpring Capital, at NewSpring Capital’s expense, and to contribute the initial stock grant and any shares acquired upon exercise of these options to NewSpring Capital; provided, that NewSpring Ventures received a credit against the management fees it pays to NewSpring Capital equal to 50% of the value of such shares and options at the time of their respective payment by the Company.

CUSIP NO. 67069D 10 8 13D Page 5 of 5

SIGNATURE

After reasonable inquiry and to the best of the undersigneds’ knowledge and belief, the undersigned certify that the information set forth in this Amendment is true, complete and correct.

Dated: August 29, 2005	NEWSPRING VENTURES, L.P.
	By:	Progress Capital II, L.P.,
		its General Partner
		By:	Progress Capital II, Inc.,
			its General Partner
			/s/ Marc R. Lederman
		Name:	Marc R. Lederman
			COO and Secretary
Dated: August 29, 2005	PROGRESS CAPITAL II, L.P.
		By:	Progress Capital II, Inc.,
			its General Partner
			/s/ Marc R. Lederman
		Name:	Marc R. Lederman
			COO and Secretary
Dated: August 29, 2005	PROGRESS CAPITAL II, INC.
			/s/ Marc R. Lederman
		Name:	Marc R. Lederman
			COO and Secretary
Dated: August 29, 2005	NEWSPRING CAPITAL, LLC
			/s/ Marc R. Lederman
		Name:	Marc R. Lederman
			COO and Secretary