FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * DIPIANO MICHAEL A   2. Issuer Name and Ticker or Trading Symbol NUTRI SYSTEM INC /DE/ [NTRI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 500 NORTH GULPH ROAD, SUITE 500 3. Date of Earliest Transaction (Month/Day/Year) 01/04/2006 (Street) KING OF PRUSSIA, PA 19406 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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 (1) 01/04/2006   A   610 A $ 0 (2) 1,407,610 I NewSpring Capital is the beneficial owner of 1,407,610 shares of the Issuer's Common Stock. (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DIPIANO MICHAEL A 500 NORTH GULPH ROAD SUITE 500 KING OF PRUSSIA, PA 19406	X

Signatures

Michael A. DiPiano		01/19/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Restricted shares granted to Mr. DiPiano pursuant to the Issuer's director compensation policy; the shares are fully vested but may not be sold until the first anniversary date of the grant. Mr. DiPiano is the managing director of NewSpring Ventures, L.P. ("NewSpring") and has agreed to contribute any shares acquired by virtue of his position as a director of the Issuer to NewSpring Capital, LLC, the management company for NewSpring ("NewSpring Capital"), at NewSpring Capital's expense. Mr. DiPiano disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(2)	Mr. DiPiano did not pay for the shares in question; they were granted to him pursuant to the Issuer's director compensation policy. The closing price of the subject shares on the date of grant was $36.61.
(3)	Mr. DiPiano is a principal of NewSpring; he is the CEO of Progress Capital II, Inc., the general partner of Progress Capital II, L.P., which is the general partner of NewSpring; and he is the CEO of NewSpring Capital; therefore, he may be deemed to beneficially own such securities. Mr. DiPiano disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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