SEC FORM 4

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

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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^*

CRANE JAMES R

(Last)

(First)

(Middle)

15350 VICKERY DRIVE

(Street)

HOUSTON

77032

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EGL INC [ EAGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2004

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/15/2004		S		18,100⁽¹⁾	D	$15.84	9,713,363	D
Common Stock	03/16/2004		S		1,100⁽¹⁾	D	$15.796	9,712,263	D
Common Stock	03/15/2004		X⁽²⁾		150,000	D	$19.1549⁽³⁾	9,562,263	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward contract (right to sell)	$0	03/15/2004		X⁽²⁾			1⁽²⁾	03/15/2004	03/15/2004	Common Stock	150,000	$0⁽²⁾	0	D

Explanation of Responses:

1. Sold pursuant to a planned selling program.

2. On March 14, 2001, Mr. James R. Crane and DLJ Cayman Islands, LDC ("DLJCI") entered into a pre-paid variable share forward agreement (the "DLJCI Agreement") pursuant to which Mr. Crane was obligated to sell, in the aggregate, up to 150,000 shares of common stock, par value $.001 per share ("EGL Common Stock") of EGL, Inc., a Texas corporation ("EGL"), to DLJCI. The DLJCI Agreement terminated by its terms on March 15, 2004. Under the DLJCI Agreement, at termination, Mr. Crane was obligated to deliver to DLJCI 150,000 shares of EGL Common Stock if the best bid and ask price for a share of EGL Common Stock on March 15, 2004 (the "Final Price") was less than $23.4167 per share. Since the Final Price was less than $23.4167, Mr. Crane delivered 150,000 shares to DLJCI.

3. Mr. Crane received $2,873,229 (or $19.15486 per share) in March 2001 when the DLJCI Agreement was executed. Mr. Crane delivered all 150,000 shares to DLJCI on March 15, 2004 as required by the terms of the DLJCI Agreement. He did not receive any additional payment from DLJCI upon such delivery.

	Rishi Varma, attorney-in-fact for James R. Crane	03/17/2004
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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