1

                       Filed by Orthodontic Centers of America, Inc. pursuant to
                       Rule 425 under the Securities Act of 1933 and deemed
                       filed pursuant to Rule 14a-12 under the Securities
                       Exchange Act of 1934.

                       Subject Company:  Orthodontic Centers of America, Inc.
                       Commission File No.: 1-13457


         THE FOLLOWING IS A LETTER SENT TO THE AFFILIATED ORTHODONTISTS AND
PEDIATRIC DENTISTS OF ORTHALLIANCE ON SEPTEMBER 28, 2001.


September 28, 2001

Dr.
    -----------------
Address

Dear Dr.             :
         ------------

We wanted to update you on where things stand on the merger between OCA and
OrthAlliance. As you know, we entered into our merger agreement on May 16, 2001
and we had a number of Town Hall meetings to meet you and the other OrthAlliance
practitioners. At the same time we have been working with the SEC to file the
necessary information so that we can bring the merger to the OrthAlliance
shareholders for their approval.

The entire process has taken much longer than either of us anticipated and
certainly much longer than any of us wanted. Nonetheless, we are fully committed
to completing this merger and we think that we are very close to obtaining the
necessary government clearance so that we can proceed with obtaining shareholder
approval. The recent national tragedies have added some delay, so we are all
doing our best to be understanding of the challenges that our government and our
country are facing.

We have been in a period where we have not been able to provide you with any
definitive information about when OrthAlliance shareholders will vote on the
merger. However, please be assured that this does not mean that the merger is
not proceeding or that we are having difficulties with the closing. Both
companies are fully committed to this transaction. In fact, we have already
begun to offer the OCA systems to the OrthAlliance affiliated practices that
would like to use them, even though the merger has not yet closed. We think that
you will enjoy and benefit from the OCA systems.

We also want to invite you to join in an important telephone conference call
that we are going to hold on Wednesday, October 3 at 5:30 p.m. West Coast time.
In the call, we will discuss several important topics, including:

     o  A review of incentives for OrthAlliance stock doctors;

     o  Timing of the merger; and

     o  A new transition program for orthodontists.

We will distribute dial-in information for the call early next week.

If you have any questions regarding these matters, please feel free to contact
either of us, or any members of our senior management teams. We appreciate your
patience and support and look forward to providing you further information as
soon as it is available.



   2

Sincerely,



W. Dennis Summers                          Bartholomew F. Palmisano, Sr.
Chairman and President                     Chairman and President
OrthAlliance, Inc.                         Orthodontic Centers of America, Inc.

In connection with the proposed merger, OCA has filed a registration statement
on Form S-4 with the Securities and Exchange Commission ("SEC"). Investors are
urged to read the proxy statement/prospectus that is a part of the registration
statement, because it contains important information about the merger, OCA and
OrthAlliance. The registration statement and the proxy statement/prospectus is
available free of charge, both on the SEC's web site (www.sec.gov) and from OCA
and OrthAlliance by directing a request to Orthodontic Centers of America, Inc.,
5000 Sawgrass Village Circle, Suite 30, Ponte Vedra Beach, FL 32082, Attention:
Investor Relations, or to OrthAlliance, Inc., 21535 Hawthorne Boulevard, Suite
200, Torrance, CA 90503, Attention: Investor Relations. OrthAlliance and its
directors and officers may be deemed to be participants in the solicitation of
proxies with respect to a shareholder meeting to be held in connection with such
merger. Information about the participants in the solicitation, including their
interests in shares of OrthAlliance's common stock, is set forth in
OrthAlliance's Annual Report on Form 10-K for the year ended December 31, 2000
filed with the SEC. Investors may obtain additional information regarding the
interests of OrthAlliance and its directors and officers by reading the proxy
statement/prospectus.