SEC Form 4

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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* AG FUNDS L P (Last) (First) (Middle) ANGELO, GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PORTFOLIO RECOVERY ASSOCIATES INC [ PRAA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/17/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year) 11/19/2004	6. 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 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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value per share	11/17/2004		S(1)		1,259,810	D	$34.5	1,923,225(2)	I	See Footnotes(3)(4)
Common Stock, $0.01 par value per share	11/17/2004		S(1)		695,190	D	$34.5	1,061,275	D(5)
Common Stock, $0.01 par value per share								2,500	D(6)

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 Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* AG FUNDS L P (Last) (First) (Middle) ANGELO, GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ANGELO JOHN M (Last) (First) (Middle) C/O ANGELO, GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GORDON MICHAEL L (Last) (First) (Middle) C/O ANGELO, GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PRA INVESTMENTS LLC (Last) (First) (Middle) C/O ANGELO, GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Shares were sold in a registered offering pursuant to a Registration Statement on Form S-3 which became effective on November 17, 2004.

2. The Reporting Person, Mr. Angelo and Mr. Gordon have a pecuniary interest in 21,557 of these Shares.

3. These Shares are held for the account of PRAI. The Reporting Person is the managing member of PRAI.

4. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities not held directly for its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, other than the Shares referenced in Footnote (2) above.

5. These Shares are held for the account of the Reporting Person. See the last sentence of the Remarks Section for the relationship of Mr. Angelo and Mr. Gordon to the Reporting Person. PRAI has no beneficial or pecuniary interest in these securities.

6. These Shares are held by Michael L. Gordon. The Reporting Person and Mr. Angelo have no beneficial or pecuniary interest in these securities.

Remarks:

Pursuant to an internal reorganization, the managing member of PRA Investments, L.L.C., a Delaware limited liability company ("PRAI"), was changed, with AG Funds, L.P., a Delaware limited partnership ("AG Funds"), replacing Angelo, Gordon & Co., L.P. Therefore, Angelo, Gordon & Co., L.P. and its general partner, AG Partners, L.P., are no longer listed as Reporting Persons herein. There was no change in ultimate beneficial ownership for Mr. John M. Angelo or Mr. Michael L. Gordon as a result of this transfer. The general partner of AG Funds is AG Funds GP, L.P., a Delaware limited partnership ("AG Funds GP"). Mr. Angelo and Mr. Gordon, as managing members of JM Funds LLC, a Delaware limited liability company and the general partner of AG Funds GP, may be deemed to have voting and dispositive power over the shares of the Issuer?s common stock, $0.01 par value per share ("Shares"), held for the account of AG Funds. This Form 4 is being amended solely to add PRAI as an additional reporting person.

	AG Funds, L.P., by Michael L. Gordon, Chief Operating Officer /s/ Michael L. Gordon	12/10/2004
	/s/ John M. Angelo	12/10/2004
	/s/ Michael L. Gordon	12/10/2004
	PRA Investments, L.L.C., by AG Funds, L.P., its Managing Member, by Michael L. Gordon, Chief Operating Officer /s/ Michael L. Gordon	12/10/2004
	** Signature of Reporting Person	Date
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).
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