SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SMITH THOMAS W (Last) (First) (Middle) 323 RAILROAD AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ORTHODONTIC CENTERS OF AMERICA INC /DE/ [ OCA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Member of Section 13(d) Group
	3. Date of Earliest Transaction (Month/Day/Year) 03/29/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/25/2004		P		100,000	A	$7.25	2,000,000	D
Common Stock	03/26/2004		P		42,000	A	$7.36	398,870(2)	I(2)	By Smith Family Accounts(2)
Common Stock	03/26/2004		P		2,200	A	$7.36	272,200(1)	I(1)	By Prescott Investors Profit Sharing Trust(1)
Common Stock	03/26/2004		P		15,000	A	$7.36	30,000(3)	I(3)	By Thomas W. Smith Foundation(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* SMITH THOMAS W (Last) (First) (Middle) 323 RAILROAD AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Section 13(d) Group

1. Name and Address of Reporting Person* SMITH THOMAS W FOUNDATION (Last) (First) (Middle) 323 RAILROAD AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Section 13(d) Group

1. Name and Address of Reporting Person* PRESCOTT INVESTORS PROFIT SHARING TRUST (Last) (First) (Middle) 323 RAILROAD AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Section 13(d) Group

Explanation of Responses:

1. These shares are owned directly by Prescott Investors Profit Sharing Trust ("PIPS"), a member of a Section 13(d) Reporting Group, and indirectly by the Reporting Person as a trustee of PIPS. The Reporting Person disclaims beneficial ownership of these shares in excess of his interest under 16a-8(b)(2). The address for PIPS is 323 Railroad Avenue, Greenwich, CT 06830

2. These shares are owned directly by accounts established for the benefit of certain family members of the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or any other purpose.

3. These shares are owned directly by the Thomas W. Smith Foundation ("Foundation"), a member of a Section 13(d) Reporting Group, and indirectly by the Reporting Person as trustee of the Foundation. The Reporting Person disclaims beneficial ownership of these shares in excess of his interest under 16a-8(b)(2)(ii). The address for the Foundation is 323 Railroad Avenue, Greenwich, CT 06830

	/s/ Thomas W. Smith, Individually and as trustee of Prescott Investors Profit Sharing Trust and the Thomas W. Smith Foundation	03/29/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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