SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)


             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)

                                (Amendment No. 2)


                           Encore Capital Group, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $0.01 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    292554102
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                  April 5, 2007
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

           [_]  Rule 13d-1(b)

           [X]  Rule 13d-1(c)

           [_]  Rule 13d-1(d)


----------

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 or  otherwise  subject to the  liabilities  of that  section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP No. 292554102
          ----------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Second Curve Capital, LLC

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     2,266,400

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     2,266,400

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,266,400

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     9.9%

12.  TYPE OF REPORTING PERSON*

     OO

________________________________________________________________________________

CUSIP No. 292554102
          ----------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Thomas K. Brown

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     2,266,400

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     2,266,400

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,266,400

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     9.9%

12.  TYPE OF REPORTING PERSON*

     IN
________________________________________________________________________________

CUSIP No. 292554102
          ----------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Second Curve Opportunity Fund, LP

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     673,194

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     673,194

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     673,194

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.0%

12.  TYPE OF REPORTING PERSON*

     PN


CUSIP No. 292554102

Item 1(a).  Name of Issuer:

            Encore Capital Group, Inc.

            ____________________________________________________________________

Item 1(b).  Address of Issuer's Principal Executive Offices:

             8875 Aero Drive, Suite 200
             San Diego, CA 92123

            ____________________________________________________________________


Item 2(a).  Name of Persons Filing:

            Second Curve Capital, LLC
            Thomas K. Brown
            Second Curve Opportunity Fund, LP

            ____________________________________________________________________

Item 2(b).  Address of Principal Business Office, or if None, Residence:


            405 Lexington Avenue, 52nd Floor
            New York, New York 10174

            ____________________________________________________________________

Item 2(c).  Citizenship:

            Second Curve Capital, LLC - Delaware Limited Liability Company
            Thomas K. Brown - United States of America
            Second Curve Opportunity Fund, LP - Delaware Limited Partnership

            ____________________________________________________________________

Item 2(d).  Title of Class of Securities:

            Common Stock, $0.01 par value

            ____________________________________________________________________

Item 2(e).  CUSIP Number:

            292554102

            ____________________________________________________________________


Item 3.     If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

     (a)  [_]  Broker or dealer registered under Section 15 of the Exchange Act.

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
               Act.

     (d)  [_]  Investment  company  registered under Section 8 of the Investment
               Company Act.

     (e)  [_]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [_]  An employee  benefit plan or endowment  fund in  accordance  with
               Rule 13d-1(b)(1)(ii)(F);

     (g)  [_]  A parent  holding  company or control  person in accordance  with
               Rule 13d-1(b)(1)(ii)(G);

     (h)  [_]  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act;

     (i)  [_]  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act;

     (j)  [_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          Second Curve Capital, LLC - 2,266,400 shares
          Thomas K. Brown - 2,266,400 shares
          Second Curve Opportunity Fund, LP - 673,194

          ______________________________________________________________________

     (b)  Percent of class:

          Second Curve Capital, LLC - 9.9%
          Thomas K. Brown - 9.9%
          Second Curve Opportunity Fund, LP - 3.0%

          ______________________________________________________________________

     (c)  Number of shares as to which Second Curve Capital, LLC has:

          (i)  Sole power to vote or to direct the vote
     0 shares with sole power to vote or to direct the vote,

          (ii)  Shared power to vote or to direct the vote
     2,266,400 shares with shared power to vote or to direct the vote.

          (iii)  Sole power to dispose or to direct the disposition of
     0 shares with sole power to dispose or to direct the disposition of,

          (iv)  Shared power to dispose or to direct the disposition of
     2,266,400 shares with shared power to dispose or to direct the disposition
     of.

(c)  Number of shares as to which Thomas K. Brown has:

          (i)  Sole power to vote or to direct the vote
     0 shares with sole power to vote or to direct the vote,

          (ii)  Shared power to vote or to direct the vote
     2,266,400 shares with shared power to vote or to direct the vote.

          (iii)  Sole power to dispose or to direct the disposition of
     0 shares with sole power to dispose or to direct the disposition of,

          (iv)  Shared power to dispose or to direct the disposition of
     2,266,400 shares with shared power to dispose or to direct the disposition
     of.

(c)  Number of shares as to which Second Curve Opportunity Fund, LP has:

          (i)  Sole power to vote or to direct the vote
     0 shares with sole power to vote or to direct the vote,

          (ii)  Shared power to vote or to direct the vote
     673,194 shares with shared power to vote or to direct the vote.

          (iii)  Sole power to dispose or to direct the disposition of
     0 shares with sole power to dispose or to direct the disposition of,

          (iv)  Shared power to dispose or to direct the disposition of
     673,194 shares with shared power to dispose or to direct the disposition
     of.

Item 5.  Ownership of Five Percent or Less of a Class.

     If this  statement  is being  filed to report  the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities check the following [X].

     One of the reporting persons, Second Curve Opportunity Fund, LP, has ceased
to be the beneficial owner of more than five percent of the class of securities.

         _______________________________________________________________________


Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other  person is known to have the right to  receive or the power to
direct the receipt of dividends  from,  or the  proceeds  from the sale of, such
securities,  a statement  to that effect  should be included in response to this
item and, if such interest relates to more than five percent of the class,  such
person  should be  identified.  A listing of the  shareholders  of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

         N/A
         _______________________________________________________________________


Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company or Control
         Person.

     If a parent  holding  company  or Control  person has filed this  schedule,
pursuant to Rule  13d-1(b)(1)(ii)(G),  so indicate under Item 3(g) and attach an
exhibit  stating the  identity  and the Item 3  classification  of the  relevant
subsidiary.  If a parent  holding  company  or  control  person  has filed  this
schedule  pursuant to Rule 13d-1(c) or Rule 13d-1(d),  attach an exhibit stating
the identification of the relevant subsidiary.

         N/A
         _______________________________________________________________________


Item 8.  Identification and Classification of Members of the Group.

     If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate  under Item 3(j) and attach an exhibit  stating the identity and Item 3
classification  of each member of the group.  If a group has filed this schedule
pursuant to  s.240.13d-1(c)  or  s.240.13d-1(d),  attach an exhibit  stating the
identity of each member of the group.

         N/A
         _______________________________________________________________________


Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date  of  the   dissolution  and  that  all  further  filings  with  respect  to
transactions in the security reported on will be filed, if required,  by members
of the group, in their individual capacity. See Item 5.

          N/A
          ______________________________________________________________________

Item 10.  Certifications.

          By  signing  below we certify  that,  to the best of our  belief,  the
          securities  referred to above were not  acquired  and are not held for
          the  purpose  of or with the effect of  changing  or  influencing  the
          control of the issuer of the  securities and were not acquired and are
          not held in  connection  with or as a participant  in any  transaction
          having such purpose or effect.

                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

April 6, 2007

(Date)

SECOND CURVE CAPITAL, LLC**

(Signature)

By:  /s/  Thomas K. Brown
--------------------------------
          (Name/Title)
Thomas K. Brown, Managing Member

/s/ Thomas K. Brown**
----------------------
Thomas K. Brown


SECOND CURVE OPPORTUNITY FUND, LP**
By: SECOND CURVE MANAGEMENT, LLC, its general partner



(Signature)

By:  /s/  Thomas K. Brown
----------------------------------------
          (Name/Title)
Thomas K. Brown, Managing Member


Note.  Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.

Attention.  Intentional  misstatements  or omissions of fact constitute  federal
criminal violations (see 18 U.S.C. 1001).

** The  reporting  persons  disclaim  beneficially  ownership of the  securities
reported herein, except to the extent of their pecuniary interest therein.

                                                                     Exhibit A


                                    AGREEMENT

The  undersigned  agree that this Amendment No. 2 to Schedule 13G dated April 6,
2007 relating to the Common Stock, $0.01 par value of Encore Capital Group, Inc.
shall be filed on behalf of the undersigned.

/s/ Thomas K. Brown
--------------------------------
    Thomas K. Brown


Second Curve Capital, LLC

By:  /s/ Thomas K. Brown
--------------------------------
Thomas K. Brown, Managing Member


SECOND CURVE OPPORTUNITY FUND, LP**
By: SECOND CURVE MANAGEMENT, LLC, its general partner



By:  /s/  Thomas K. Brown
--------------------------------
Thomas K. Brown, Managing Member

SK 21989 0003 762920
4/5/07 04:49 PM