Amendment Number 1 to
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, Section 17(a) of the Public Utility Holding Company Act of
1935 or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
David Nierenberg
The D3 Family Fund
19605 NE 8th St.
Camas, WA 98607
2. Issuer Name and Ticker or Trading Symbol
Pediatric Services of America, Inc. (PSAI.OB)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
N/A
4. Statement for Month/Year
11/2000
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
/ / Director
/ / Officer (give title below)
/X/ 10% Owner
/ / Other (specify below) N/A
___________________
7. Individual or Joint/Group Filing (Check Applicable Line)
/X/ Form filed by One Reporting Person
/ / Form filed by More than One Reporting Person
<PAGE>
Table 1 -- Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
1. Title of Security (Instr. 3)
Common Stock
2. Transaction Date(s) (Month/Day/Year)
11/17/2000 - 11/30/2000
3. Transaction Code (Instr. 8)
Code: P
V
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Date Amount(Shares) (A) or (D) Price per share
--------- -------------- ---------- ---------------
11/17 1,500 (A) 3.875
11/21 6,000 (A) 3.875
11/22 8,000 (A) 3.875
11/28 2,500 (A) 3.875
11/29 15,000 (A) 4.0911
11/30 4,000 (A) 4.1875
5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)
989,430 (14.9%)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D: 959,430
I: 30,000 By Haredale, Ltd.
P.O. Box N-4465, Nassau, New Providence,
The Bahamas.
7. Nature of Indirect Beneficial Ownership (Instr. 4)
Haredale, Ltd. owns, and Mr. Nierenberg has sole voting and
dispositive power over, its 30,000 shares.
<PAGE>
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)
N/A
2. Conversion or Exercise Price of Derivative Security
N/A
3. Transaction Date (Month/Day/Year)
N/A
4. Transaction Code (Instr. 8)
N/A
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
N/A
6. Date Exercisable and Expiration Date (Month/Day/Year)
N/A
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
N/A
8. Price of Derivative Security (Instr. 5)
N/A
9. Number of Derivative Securities Beneficially Owned at End of Month
(Instr. 4)
N/A
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
N/A
11. Nature of Indirect Beneficial Ownership (Instr. 4)
N/A
Explanation of Responses:
N/A
/s/ David Nierenberg 12/6/00
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** Signature of Reporting Person Date
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If
space provided is insufficient, see Instruction 6 for procedure.
Potential person(s) who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB number.
