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) 10/04/2005 (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 10/04/2005   M   5,373 (1) A $ 0.73 2,664,428 D   Common Stock 10/04/2005   S   5,373 (2) D $ 29.2629 2,659,055 D   Common Stock 10/04/2005   S   250,000 (3) D $ 29.2629 2,409,055 I The reporting person is a principal of NewSpring Ventures, L. P., the direct owner of the securities (4) Common Stock 10/05/2005   M   5,373 (1) A $ 0.73 2,414,428 D   Common Stock 10/05/2005   S   5,373 (2) D $ 31.4358 2,409,055 D   Common Stock 10/05/2005   S   250,000 (3) D $ 31.4358 2,159,055 I The reporting person is a principal of NewSpring Ventures, L. P., the direct owner of the securities (2) (4)

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

Stock Option (right to buy)

$ 0.73

10/04/2005

M

5,373

03/04/2003

03/04/2013

Common Stock

5,373

(5)

44,627

D

Stock Option (right to buy)

$ 0.73

10/05/2005

M

5,373

03/04/2003

03/04/2013

Common Stock

5,373

(5)

39,254

D

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		10/06/2005
**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)	These shares represent a portion of the shares granted to Mr. Miachael A. DiPiano on March 4, 2003 for his services as a director of the issuer. Mr. DiPiano is the managing director of NewSpring Ventures, L.P. Mr. DiPiano has agreed to exercise these options if and when directed by NewSpring Capital, LLC ("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. Mr. DiPiano disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(2)	This sale was effected pursuant to a Rule 10b5-1 trading plan of NewSpring Capital which became effective on September 16, 2005.
(3)	This sale was effected pursuant to a Rule 10b5-1 trading plan of NewSpring which became effective on September 16, 2005.
(4)	Mr. DiPiano is the CEO of Progress Capital II, Inc., the general partner of the general partner of NewSpring Ventures, L.P. ("NewSpring") and the CEO of NewSpring Capital, the Management Company for NewSpring; therefore, he may be deemed to beneficially own these securities. Mr. DiPiano disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(5)	This is an option grant for which there was no purchase price.

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