UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549

                                 SCHEDULE 13G/A

                   Under the Securities Exchange Act of 1934
                              (Amendment No. 2)*

                           Encore Capital Group, Inc.
                               (Name of Issuer)

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

                                   292554102
                                (CUSIP Number)

                               December 31, 2005
            (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  remainder of this cover page shall be filled out for a reporting person's
initial  filing  on  this form with respect to the subject class of securities,
and for any subsequent  amendment  containing information which would alter the
disclosures provided in a prior cover page.

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 ("Act")  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).



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|CUSIP No. 292554102 				        Page 2 of 10 Pages|
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|1 |NAME OF REPORTING PERSON                                              |
|  |                                                                      |
|  |      Copper Beech Capital Advisors LLC                               |
|  |                                                                      |
|  |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     |
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|2 |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a) [ ]  |
|  |                                                             (b) [X]  |
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|3 |SEC USE ONLY                                                          |
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|4 |CITIZENSHIP OR PLACE OF ORGANIZATION                                  |
|  |                                                                      |
|  |           Delaware                                                   |
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|                  |       5       |SOLE VOTING POWER                     |
|                  |               |                                      |
|    NUMBER OF     |               |           -0-                        |
                   --------------------------------------------------------
|      SHARES      |       6       |SHARED VOTING POWER                   |
|   BENEFICIALLY   |               |                                      |
|     OWNED BY     |               |           950,076 shares             |
                   --------------------------------------------------------
|       EACH       |       7       |SOLE DISPOSITIVE POWER                |
|    REPORTING     |               |                                      |
|      PERSON      |               |           -0-                        |
                   --------------------------------------------------------
|       WITH       |       8       |SHARED DISPOSITIVE POWER              |
|                  |               |                                      |
|                  |               |           950,076 shares             |
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|9 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          |
|  |                                                                      |
|  |           950,076 shares                                             |
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|10|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  |
|    [ ]								  |
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|11|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                     |
|  |                                                                      |
|  |           4.2%                                                       |
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|12|TYPE OF REPORTING PERSON*                                             |
|  |           OO                                                         |
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|CUSIP No. 292554102 				        Page 3 of 10 Pages|
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|1 |NAME OF REPORTING PERSON                                              |
|  |                                                                      |
|  |           Copper Beech Capital Management, Inc.                      |
|  |                                                                      |
|  |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     |
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|2 |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a) [ ]  |
|  |                                                             (b) [X]  |
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|3 |SEC USE ONLY                                                          |
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|4 |CITIZENSHIP OR PLACE OF ORGANIZATION                                  |
|  |                                                                      |
|  |           United States                                              |
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|                  |       5       |SOLE VOTING POWER                     |
|                  |               |                                      |
|    NUMBER OF     |               |           -0-                        |
                   --------------------------------------------------------
|      SHARES      |       6       |SHARED VOTING POWER                   |
|   BENEFICIALLY   |               |                                      |
|     OWNED BY     |               |           1,001,251 shares           |
                   --------------------------------------------------------
|       EACH       |       7       |SOLE DISPOSITIVE POWER                |
|    REPORTING     |               |                                      |
|      PERSON      |               |           -0-                        |
                   --------------------------------------------------------
|       WITH       |       8       |SHARED DISPOSITIVE POWER              |
|                  |               |                                      |
|                  |               |           1,001,251 shares           |
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|9 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          |
|  |                                                                      |
|  |           1,001,251 shares                                           |
---------------------------------------------------------------------------
|10|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  |
|    [ ]								  |
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|11|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                     |
|  |                                                                      |
|  |           4.4%                                                       |
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|12|TYPE OF REPORTING PERSON*                                             |
|  |           CO                                                         |
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|CUSIP No. 292554102				        Page 4 of 10 Pages|
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|1 |NAME OF REPORTING PERSON                                              |
|  |                                                                      |
|  |           Frank R. DeSantis, Jr.                                     |
|  |                                                                      |
|  |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     |
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|2 |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a) [ ]  |
|  |                                                             (b) [X]  |
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|3 |SEC USE ONLY                                                          |
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|4 |CITIZENSHIP OR PLACE OF ORGANIZATION                                  |
|  |                                                                      |
|  |           United States                                              |
---------------------------------------------------------------------------
|                  |       5       |SOLE VOTING POWER                     |
|                  |               |                                      |
|    NUMBER OF     |               |           -0-                        |
                   --------------------------------------------------------
|      SHARES      |       6       |SHARED VOTING POWER                   |
|   BENEFICIALLY   |               |                                      |
|     OWNED BY     |               |           1,951,327 shares           |
                   --------------------------------------------------------
|       EACH       |       7       |SOLE DISPOSITIVE POWER                |
|    REPORTING     |               |                                      |
|      PERSON      |               |           -0-                        |
                   --------------------------------------------------------
|       WITH       |       8       |SHARED DISPOSITIVE POWER              |
|                  |               |                                      |
|                  |               |           1,951,327 shares           |
---------------------------------------------------------------------------
|9 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          |
|  |                                                                      |
|  |           1,951,327 shares                                           |
---------------------------------------------------------------------------
|10|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  |
|    [ ]								  |
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|11|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                     |
|  |              8.6%                                                    |
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|12|TYPE OF REPORTING PERSON*                                             |
|  |           IN                                                         |
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Item 1(a).   Name of Issuer:

             Encore Capital Group, Inc. (the "Company").

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

		5775 Roscoe Court
		San Diego, CA  92123



Items 2(a)    Name and Principal Business Address of Person Filing:
and 2(b).

This Schedule is being jointly filed by:

 	(i)  Copper  Beech  Capital  Advisors  LLC  ("Advisors"),  a
	     Delaware  limited   liability  company  which  acts  as
             general partner to two private investment  partnerships
             (the  "Partnerships"),  with respect to the shares held
             by the Partnerships;

        (ii) Copper Beech Capital Management, Inc. ("Management"), a
             Delaware  corporation which acts as investment  advisor
             to an  offshore  investment  fund (the  "Fund")  and an
             institutional  managed account (the "Managed Account"),
             with  respect  to the  shares  held by the Fund and the
             Managed Account; and

        (iii)Frank R. DeSantis, Jr.  managing member of Advisors and
             President  of  Management,  with  respect to all of the
             reported shares.


The principal business address of each  reporting person is 535 Madison
Avenue, 6th Floor, New York, New York 10022.

Item 2(c).   Citizenship:

               (i)      Advisors is a Delaware limited liability company;
               (ii)     Management is a Delaware corporation; and
               (iii)    Mr. DeSantis is a United States citizen.


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

Common Stock, par value $0.01 per share ("Common Stock")


Item 2(e).   CUSIP Number:

             292554102

Item 3.   If this statement is filed pursuant to Rules 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
		Act,
     (b) [   ]  Bank as defined in section 3(a)(6) of the Act,
     (c) [   ]  Insurance Company as defined in section 3(a)(19) of
		the Act,
     (d) [   ]  Investment Company registered under Section 8 of theInvestment
            	Company Act of 1940,
     (e) [   ] An investment adviser in accordance with *240.13d-
            	1(b)(1)(ii)(E),
     (f) [   ]  An employee benefit plan or endowment fund in
           	accordance with *240.13d-1(b)(1)(ii)(F),
     (g) [   ]  A parent holding company or control person in  accordance with
           	*240.13d-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 ofan
           	investment company under section 3(c)(14) of the
           	Investment Company Act of 1940,
     (j) [   ]  A group, in accordance with *13d-1(b)(1)(ii)(J).


Item 4:        Ownership:

               The following states the beneficial ownership of the reporting
               persons as of December 31, 2005. This report relates to the same
               shares of Common Stock which may be deemed to be owned (i)
               directly (in the aggregate) by the Partnerships, the Fund, and
               the Managed Account, none of which individually beneficially own
               more than 5% of the class; (ii) indirectly by Advisors, in its
               capacity as general partner to the Partnerships; (iii)
               indirectly by Management, in its capacity as investment advisor
               to the Fund and the Managed Account; and (iv) indirectly by Mr.
               DeSantis, who, as principal of Advisors and Management, has the
               power to direct the vote or disposition of such securities.



     ADVISORS:

     (a)  Amount beneficially owned: 950,076 shares

     (b)  Percent of class: 4.2%.

     (c)  Number of shares as to which such person has:
          (i)      Sole power to vote or direct the vote: None
          (ii)     Shared power to vote or direct the vote:
		   950,076
          (iii)    Sole power to dispose or direct the disposition: None
          (iv)     Shared power to dispose or direct the disposition:
		   950,076

     MANAGEMENT:

     (a)  Amount beneficially owned:  1,001,251 shares

     (b)  Percent of class: 4.4%

     (c)  Number of shares as to which such person has:
           (i)  Sole power to vote or to direct the vote: None
           (ii) Shared power to vote or to direct the vote:
		1,001,251 shares
           (iii)Sole power to dispose or to direct the disposition of: None
           (iv) Shared power to dispose or to direct the disposition of:
                1,001,251 shares

     DESANTIS:

     (a)  Amount beneficially owned:  1,951,327 shares

     (b)  Percent of class:  8.6%

     (c)  Number of shares as to which such person has:
           (i)  Sole power to vote or to direct the vote: None
           (ii) Shared power to vote or to direct the vote:
		1,951,327 shares
           (iii)Sole power to dispose or to direct the disposition of: None
           (iv) Shared power to dispose or to direct the disposition of:
                1,951,327 shares

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].


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

          Not applicable.

Item 7.  Identification and Classification of the Subsidiary which Acquired the
         Security Being Reported on By the Parent Holding Company.

          Not applicable.

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

          Not applicable.

Item 9.  Notice of Dissolution of Group.

          Not applicable.

Item 10.  Certification.

           By  signing  below  I  (we)  certify  that,  to the best of my (our)
knowledge and 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 that
purpose or effect.


                                   SIGNATURE

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


Dated:  February 14, 2006

  				    COPPER BEECH CAPITAL ADVISORS LLC

				    /s/ Frank R. DeSantis, Jr.
				    --------------------------------
  				    By: Frank R. DeSantis, Jr.
  				    Title:  Managing Member


                                     COPPER BEECH CAPITAL MANAGEMENT, INC.

                                     /s/ Frank R. DeSantis, Jr.
                                     ----------------------------------
                                     By:  Frank R. DeSantis, Jr.
                                          President


				     /s/ Frank R. DeSantis, Jr.
				     ---------------------------------
    				     Frank R. DeSantis, Jr., an individual






                            Joint Filing Agreement

Copper Beech Capital Advisors, LLC, a Delaware limited liability company,
Copper Beech Capital Management, Inc., a Delaware corporation and Frank R.
DeSantis, Jr., an individual, hereby  agree to file jointly the statement
on Schedule 13G to which this Agreement is attached and any amendments thereto
which may be deemed necessary, pursuant to Regulation 13D-G under the
Securities Exchange Act of 1934.

It is understood and agreed that  each of the parties hereto is responsible for
the timely filing of such statement  and  any  amendments  thereto, and for the
completeness  and accuracy of the information concerning such  party  contained
therein, but such party is not responsible for the completeness and accuracy of
information concerning any other party unless such party knows or has reason to
believe such information is inaccurate.

It is understood  and agreed that a copy of this Agreement shall be attached as
an exhibit to the statement  on Schedule 13G, and any amendments thereto, filed
on behalf of each of the parties hereto.

Dated:  February 14, 2006


  				    COPPER BEECH CAPITAL ADVISORS LLC

				    /s/ Frank R. DeSantis, Jr.
				    --------------------------------
  				    By: Frank R. DeSantis, Jr.
  				    Title:  Managing Member


                                     COPPER BEECH CAPITAL MANAGEMENT, INC.

                                     /s/ Frank R. DeSantis, Jr.
                                     ----------------------------------
                                     By:  Frank R. DeSantis, Jr.
                                          President


				     /s/ Frank R. DeSantis, Jr.
				     ---------------------------------
    				     Frank R. DeSantis, Jr., an individual