UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 26, 2004 (April 20, 2004)

ORTHODONTIC CENTERS OF AMERICA, INC.

(504) 834-4392
(Registrant’s Telephone Number, Including Area Code)

Not applicable
(Former Name or Former Address, if Changed from Last Report)

Table of Contents

ITEM 4. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

     On April 20, 2004, the Audit Committee of the Board of Directors of Orthodontic Centers of America, Inc. approved the dismissal of Ernst & Young LLP (“Ernst & Young”) as OCA’s independent accountants and the appointment of PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as OCA’s new independent accountants.

     Ernst & Young’s reports on OCA’s financial statements for the fiscal years ended December 31, 2003 and 2002 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2003 and 2002, and the subsequent interim period through the date of Ernst & Young’s dismissal, there were no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures which, if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make reference to the subject matter of the disagreement in connection with its reports.

     During the fiscal years ended December 31, 2003 and 2002, and the subsequent interim period through the date of Ernst & Young’s dismissal, there were no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K), except that Ernst & Young provided OCA’s Audit Committee with a letter discussing a material weakness in internal controls over OCA’s financial statement close process for the year ended December 31, 2003. This matter has been discussed with the Audit Committee, and OCA has authorized Ernst & Young to respond fully to the inquiries of PricewaterhouseCoopers regarding this matter. OCA is taking steps to address the issues raised in Ernst & Young’s letter.

     OCA has provided Ernst & Young with a copy of the disclosures OCA is making in this Report. OCA also requested that Ernst & Young furnish OCA with a letter addressed to the Securities and Exchange Commission stating whether Ernst & Young agrees with the statements made by OCA herein and, if not, stating the respects in which Ernst & Young does not agree. Ernst & Young has provided OCA with such a letter addressed to the Securities and Exchange Commission, which is included as Exhibit 16.1 to this Report and generally states that Ernst & Young agrees with the statements made by OCA in this paragraph.

     On April 20, 2004, the Audit Committee appointed PricewaterhouseCoopers as the independent accountant for OCA and its subsidiaries for the fiscal year ending December 31, 2004. During the fiscal years ended December 31, 2003 and 2002 and the subsequent interim period through the date of PricewaterhouseCoopers’s appointment, OCA did not consult PricewaterhouseCoopers regarding the application of accounting principles to a specific transaction, either proposed or completed, the type of audit opinion that might be rendered on OCA’s consolidated financial statements or any other matters, disagreements or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) The following exhibits are filed herewith:

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SIGNATURES

     Pursuant to the requirements of 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.

Date: April 26, 2004

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EXHIBIT INDEX

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