Sec Form 4 Filing - AG FUNDS L P @ PORTFOLIO RECOVERY ASSOCIATES INC - 2005-02-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person AG FUNDS L P 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) (Last) (First) (Middle) 245 PARK AVENUE - 26TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2005 (Street) NEW YORK, NY10167 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/24/2005 J( 1 ) 1,923,225 D $ 0 0 ( 3 ) I See footnote ( 1 ) Common Stock 02/24/2005 J( 2 ) 1,061,275 D $ 0 0 ( 3 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AG FUNDS L P 245 PARK AVENUE - 26TH FLOOR NEW YORK, NY10167 X ANGELO JOHN M 245 PARK AVENUE - 26TH FLOOR NEW YORK, NY10167 X GORDON MICHAEL L 245 PARK AVENUE - 26TH FLOOR NEW YORK, NY10167 X PRA INVESTMENTS LLC 245 PARK AVENUE - 26TH FLOOR NEW YORK, NY10167 X Signatures AG Funds, L.P., by Michael L. Gordon, its Chief Operating Officer 02/25/2005 Signature of Reporting Person Date John M. Angelo 02/25/2005 Signature of Reporting Person Date Michael L. Gordon 02/25/2005 Signature of Reporting Person Date PRA Investments, L.L.C., by AG Funds, L.P., its Managing Member, by Michael L. Gordon, its Chief Operating Officer 02/25/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Persons are filing this statement to disclose that 1,923,225 shares of the Issuer's common stock, par value $.01 per share ("Shares"), previously held for the account of PRA Investments, L.L.C., a Delaware limited liability company of which AG Funds (as defined below) is the managing member ("PRAI"), were transferred for no consideration in a pro rata distribution to the members of PRAI. ( 2 )The Reporting Persons are filing this statement to disclose (i) that 1,061,275 Shares previously held for the account of AG Funds, L.P., a Delaware limited partnership ("AG Funds"), together with all of the Shares AG Funds received in connection with the Share distribution by PRAI, were transferred for no consideration in a pro rata distribution to the partners of AG Funds and (ii) that, immediately thereafter, all of the Shares that were distributed by AG funds to its general partner AG Funds GP, L.P., a Delaware limited partnership ("AG Funds GP"), were transferred for no consideration in a pro rata distribution to the partners of AG Funds GP. ( 3 )Following the Share distributions described herein, Mr. John M. Angelo may be deemed to have voting and dispositive power over an aggregate of 577,967 Shares, and Mr. Michael L. Gordon may be deemed to have voting and dispositive power over an aggregate of 505,761 Shares. Each of Mr. Angelo and Mr. Gordon disclaims beneficial ownership of the aforementioned Shares except to the extent of any pecuniary interest therein.

Remarks: The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of any securities not held directly for his or its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

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.