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^*

TALLEY RONALD E

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President - SCG, COO

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2005

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	11/10/2005⁽¹⁾		M		3,000	A	$25.0625	3,000⁽²⁾	D
Common Stock	11/10/2005		M		6,000	A	$14.595	9,000	D
Common Stock	11/10/2005		M		4,000	A	$18.24	10,000	D
Common Stock	11/10/2005		S		13,000	D	$35	0	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)
Employee Stock Option	$25.0625	11/10/2005		M			3,000	⁽³⁾	12/15/2007	Common Stock	3,000	$0	6,000	D
Employee Stock Option	$14.595	11/10/2005		M			6,000	⁽⁴⁾	11/13/2009	Common Stock	6,000	$0	0	D
Employee Stock Option	$18.24	11/10/2005		M			4,000	⁽⁵⁾	12/12/2010	Common Stock	4,000	$0	16,000	D

Explanation of Responses:

1. The transactions reported herein were effected pursuant to the reporting person's Rule 10b5-1 plan dated November 10, 2004.

2. The reporting person's most recent Form 4 included shares issuable upon exercise of stock options in his total amount of securities beneficially owned following the reported transaction. Prior the exercise of the stock options reported in this line item, the reporting person owned no outstanding shares of common stock.

3. Option vests in five equal installments on each anniversary of the grant date, December 15, 2000, until fully vested.

4. Option vests in five equal installments on each anniversary of the grant date, November 13, 2002, until fully vested.

5. The option vests annually in five equal installments beginning on December 12, 2004, and again on December 12, 2005, and December 12, 2006 and December 12, 2007 and finally on December 12, 2008.

Remarks:

	Elijio V. Serrano, Attorney-in-fact	11/15/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.