FORM 3



    UNITED STATES SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C.  20549


    INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*


    
Smith, Thomas W

    

    
(Last)                      (First)                      (Middle)


    
323 Railroad Avenue

    

    

    
(Street)

    
Greenwich,    CT   06830

    

    
(City)                      (State)                      (Zip)

    



    
2. Date of Event
Requiring Statement
    Month/Day/Year


    
10/11/2002

    

    
3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

    






    
4. Issuer Name andTicker or Trading Symbol


    
ORTHODONTIC CENTERS OF AMERICA, INC.
OCA

    

    	
	5. Relationship of Reporting Person(s) to Issuer


(Check all applicable)


    
   Director  
    X 10% Owner

    
   Officer (give title below)    

    X Other (specify below)

    

    
Description    
    Member of Section 13(d) Group

    


    


6. If Amendment,
    Date of Original
    (Month/Day/Year)


    



    
    
7. 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 Beneficially Owned







    
1. Title of Security
    (Instr. 4)




    
2. Amount of Securities Beneficially Owned

    (Instr.4)



    
3. Ownership Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 5)




    
4. Nature of Indirect Beneficial Ownership

    (Instr. 5)







	

    
Common Stock, $.01 par value





2,071,500 (1) 




D














	

    
Common Stock, $.01 par value





1,959,500 (2) 




D
Common Stock, $.01 par value
118,200 (3)
D
Common Stock, $.01 par value
250,000 (4)
D
Common Stock, $.01 par value
15,000 (5)
D
Common Stock, $.01 par value
17,000 (6)
D
Common Stock, $.01 par value
186,270
I
(7) By Smith Family Accounts
Common Stock, $.01 par value
800,000 (8)
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
    (Instr. 4)
2. Date Exercisable(DE) and
    Expiration Date(ED)
    (Month/Day/Year)





  DE     /     ED  
3. Title and Amount of
    Underlying Securities
    (Instr. 4)





Title     /         Amount or Number of Shares
4. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    Security
5. Owner-
ship
Form of
Deriv-
ative
Security:
Direct (D)
or
Indirect (I)

(Instr.5) 6. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.5)
Explanation of Responses:
 
(1) These shares are owned directly by Idoya Partners ("IP"), a member of a Section 13(d) Reporting Group, and indirectly by the Reporting Person as a general partner of IP. The Reporting Person disclaims beneficial ownership of these shares in excess of his interest under 16a-1(a)(2)(ii)(B). The address for IP is 323 Railroad Avenue, Greenwich, CT 06830

(2) These shares are owned directly by Prescott Associates ("PA"), a member of a Section 13(d) Reporting Group, and indirectly by the Reporting Person as a general partner of PA. The Reporting Person disclaims beneficial ownership of these shares in excess of his interest under 16a-1(a)(2)(ii)(B). The address for PA is 323 Railroad Avenue, Greenwich, CT 06830

(3) These shares are owned directly by Prescott International Partners ("PIP"), a member of a Section 13(d) Reporting Group, and indirectly by the Reporting Person as a general partner of PIP. The Reporting Person disclaims beneficial ownership of these shares in excess of his interest under 16a-1(a)(2)(ii)(B). The address for PIP is 323 Railroad Avenue, Greenwich, CT 06830

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

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

(6) These shares are owned directly by Petra Capital Partners ("Petra"), a member of a Section 13(d) Reporting Group, and indirectly by the Reporting Person as general partner of Petra. The Reporting Person disclaims beneficial ownership of these shares in excess of his interest under 16a-1(a)(2)(ii)(B).
The address for Petra is 323 Railroad Avenue, Greenwich, CT 06830

(7) These shares are owned directly by or on behalf of family members of the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or any other purpose.

(8) These shares are owned directly by the Reporting Person

By:
/s/ Thomas W. Smith, Individually and as General Partner of Idoya Partners, Prescott Associates, Prescott International Partners and Petra Capital Partners, and as Trustee of Prescott Investors Profit Sharing Trust and the Thomas W. Smith Foundation                                                                                                10/15/2002
** Signature of Reporting Person                                                                                    Date      




SEC 2270 (07/02)
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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