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* MESDAG WILLEM (Last) (First) (Middle) 10100 SANTA MONICA BOULEVARD SUITE 925 (Street) LOS ANGELES CA 90067 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ENCORE CAPITAL GROUP INC [ ECPG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/02/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year) 01/04/2008	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								748,009(1)	I	Through RMCP II
Common Stock								2,687,053(2)	I	Through RMCP III
Common Stock	01/02/2008(3)		A		2,824	A	$0	9,724(4)	D

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* MESDAG WILLEM (Last) (First) (Middle) 10100 SANTA MONICA BOULEVARD SUITE 925 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RED MOUNTAIN CAPITAL PARTNERS II, L.P. (Last) (First) (Middle) 10100 SANTA MONICA BOULEVARD SUITE 925 (Street) LOS ANGELES CA 90067 (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* RED MOUNTAIN CAPITAL PARTNERS III, L.P. (Last) (First) (Middle) 10100 SANTA MONICA BOULEVARD SUITE 925 (Street) LOS ANGELES CA 90067 (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* RMCP GP LLC (Last) (First) (Middle) 10100 SANTA MONICA BOULEVARD SUITE 925 (Street) LOS ANGELES CA 90067 (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* RED MOUNTAIN CAPITAL PARTNERS LLC (Last) (First) (Middle) 10100 SANTA MONICA BOULEVARD SUITE 925 (Street) LOS ANGELES CA 90067 (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* RED MOUNTAIN CAPITAL MANAGEMENT INC (Last) (First) (Middle) 10100 SANTA MONICA BOULEVARD SUITE 925 (Street) LOS ANGELES CA 90067 (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. These shares are held directly by Red Mountain Capital Partners II, L.P. ("RMCP II").

2. These shares are held directly by Red Mountain Capital Partners III, L.P. ("RMCP III").

3. The Form 4 filed by the reporting persons on January 4, 2008 had previously disclosed that Encore Capital Group, Inc. ("Encore") issued 5,648 deferred issuance restricted stock units ("RSUs") to Red Mountain Capital Partners LLC ("RMCP LLC"), on January 2, 2008, under the Encore 2005 Stock Incentive Plan, in connection with the service of Willem Mesdag and J. Christopher Teets as members of Encore's board of directors. The reporting persons have since been advised by Encore that, in lieu of issuing those 5,648 RSUs to RMCP LLC, Encore issued 2,824 of those RSUs directly to Mr. Mesdag and the remaining 2,824 of those RSUs directly to Mr. Teets. This Form 4/A is being filed to correct the previous disclosure.

4. These shares are in the form of RSUs. Each RSU represents the right to receive one share of Encore common stock. 3,450 of these RSUs will vest on September 23, 2008. Another 3,450 of these RSUs will vest on August 23, 2009. The remaining 2,824 of these RSUs are fully vested.

Remarks:

This Form 4 is jointly filed by (i) RMCP II, (ii) RMCP III, (iii) RMCP GP LLC ("RMCP GP"), (iv) RMCP LLC, (v) Red Mountain Capital Management, Inc. ("RMCM"), and (vi) Mr. Mesdag. RMCP GP is the general partner of each of RMCP II and RMCP III. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Mr. Mesdag is also a director of Encore. Each of Mr. Mesdag, RMCM, RMCP LLC and RMCP GP, by virtue of their direct or indirect control of RMCP II and RMCP III, may be deemed to beneficially own the securities reported as being held by RMCP II and RMCP III. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. In addition, RMCP II disclaims beneficial ownership of any securities held directly by RMCP III, and RMCP III disclaims beneficial ownership of any securities held directly by RMCP II. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Willem Mesdag (on behalf of himself and the other reporting persons hereunder)	07/02/2008
	** Signature of Reporting Person	Date
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