September 15, 2005


Via Facsimile (713) 229-1522

Gene J. Oshman, Esq.
Baker Botts L.L.P.
3000 One Shell Plaza
910 Louisiana
Houston, Texas 77002
(713) 229-1234

RE:	EGL, Inc.
      Schedule TO-I filed August 30, 2005
	File No. 005-49709

Dear Mr. Oshman:

      We have the following comments on the above-referenced
filing:

Schedule TO-I
Conditions of the Tender Offer, page 24

1. We note your proposed amendment and response to prior comment
four.  Your inclusion of a financing condition in spite of having
obtained binding commitment letters providing the financing
required to complete the tender offer suggests that the commitment
letters may be unreliable.  Binding commitment letters should render
a financing condition unnecessary.  If you do not believe that the
financing condition is unnecessary, please expressly state to us,
in a supplemental response that includes supporting reasons, that
the bidder`s receipt of financing is not a material change that
would require the tender offer to remain open for at least five
business days.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the Company and its management are in possession of all
facts relating to a Company`s disclosure, they are responsible for
the accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the Company acknowledging that:

* the Company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      As appropriate, please amend your filing in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  If the information you provide in response to our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a manner reasonably calculated to inform them of the new information.

	Direct any questions to me at (202) 551-3257.  You may also
contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549-3628.


						Very truly yours,


						Celeste M. Murphy
						Special Counsel
						Office of Mergers & Acquisitions