UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

For the transition period from_______to_______

Commission File Number: 000-50058

Portfolio Recovery Associates, Inc.

Registrant’s telephone number, including area code: (888) 772-7326

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock $0.01 par value per share

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES x  NO o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. o

     The aggregate market value of the voting stock held by non-affiliates of the registrant as of February 12, 2004 was $229,374,131.

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x No o

     The number of shares of the registrant’s Common Stock outstanding as of February 12, 2004 was 15,299,676.

     Documents incorporated by reference: Portions of the Proxy Statement for the Company’s 2003 Annual Meeting of Stockholders are incorporated by reference into Items 11, 12 and 13 of Part III of this Form 10-K.

EXPLANATORY NOTE

     This Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2003 of Portfolio Recovery Associates, Inc., is being filed solely to add exhibits and schedules to certain agreements included as an exhibit and to remove certain other agreements formerly included as exhibits, all in accordance with Item 601 of Regulation S-K. Other than these corrections, none of the information contained in the Annual Report on Form 10-K filed on February 18, 2004 has been revised or amended.

PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) Financial Statements.

     The following financial statements of the Company are included in Item 8 of the Annual Report on Form 10-K:

(b) Reports on Form 8-K.

     Filed October 27, 2003, issuance of a quarterly earnings press release for the three and nine months ended September 30, 2003.

(c) Exhibits.

SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.