Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
NEWSPRING VENTURES LP
 2. Issuer Name and Ticker or Trading Symbol
NUTRI SYSTEM INC /DE/ [NSI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

500 NORTH GULPH ROAD, SUITE 500		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


KING OF PRUSSIA, PA 19406		 4. If Amendment, Date Original Filed(Month/Day/Year)
02/11/2005		 6. Individual or Joint/Group Reporting
(check applicable line)

___ Form Filed by One Reporting Person
_X_ 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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock     3(1)         D  

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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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 0.73     3(3)     03/04/2003 03/04/2013 Common Stock
50,000
  50,000
I
See explanation of response (3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NEWSPRING VENTURES LP
500 NORTH GULPH ROAD
SUITE 500
KING OF PRUSSIA, PA 19406		     X    
Progress Capital II, L.P.
500 NORTH GULPH ROAD
SUITE 500
KING OF PRUSSIA, PA 19406		       GP of NewSpring
Progress Capital II, Inc.
500 NORTH GULPH ROAD
SUITE 500
KING OF PRUSSIA, PA 19406		       GP of GP of NewSpring

Signatures

Marc R. Lederman, COO and Secretary of Progress Capital II, Inc., the general partner of Progress Capital II, L.P., the general partner of NewSpring Ventures, L.P. 05/31/2005
**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) NewSpring Ventures, L.P. ("NewSpring") acquired from existing stockholders 4,791,408 shares of the issuer's common stock on December 20, 2002. These shares constituted in excess of ten percent of the outstanding common stock of the issuer.
(2) As reported in a Form 4 filed by NewSpring on December 23, 2004, as amended , NewSpring disposed of 389,353 of the shares of common stock that NewSpring had acquired on December 20, 2002.
(3) This Stock Option was issued to Mr. Michael A. DiPiano for his services as a director of the issuer. Mr. DiPiano is the CEO and a director of Progress Capital II, Inc., the general partner of the general partner of NewSpring. Mr. DiPiano has agreed to exercise these options if and when directed by NewSpring, at NewSpring's expense, and to contribute any shares acquired upon exercise of these options to NewSpring for no direct consideration other than indemnification by NewSpring for any taxes and out-of-pocket costs incurred by Mr. DiPiano as a result of the grant of shares to Mr. DiPiano and the assignment of such shares to NewSpring.
 
Remarks:
The shares which are the subject of this Form 5 Amendment are owned directly by NewSpring Ventures, L.P., whose general partner is Progress Capital II, L.P., whose general partner is Progress Capital II, Inc.

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