As filed with the Securities and Exchange Commission on May 24, 2001

                                                 Registration No. 333-__________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                  The Profit Recovery Group International, Inc.
             (Exact name of registrant as specified in its charter)

           Georgia                                             58-2213805
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                         Identification No.)

                   2300 Windy Ridge Parkway, Suite 100 North
                          Atlanta, Georgia 30339-8426
          (Address of principal executive offices, including zip code)

       The Profit Recovery Group International, Inc. Stock Incentive Plan
                            (Full title of the plan)
                               -------------------

         Clinton McKellar, Jr., Esq.                         Copy to:
The Profit Recovery Group International, Inc.
          2300 Windy Ridge Parkway                  B. Joseph Alley, Jr., Esq.
               Suite 100 North                       Arnall Golden Gregory LLP
        Atlanta, Georgia  30339-8426                 2800 One Atlantic Center
   (Name and address of agent for service)          1201 West Peachtree Street
               (770) 779-3051                       Atlanta, Georgia 30309-3450
 (Telephone number, including area code, of               (404) 873-8688
             agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
<S>                        <C>              <C>                     <C>                     <C>
========================== ================ ======================= ======================= =====================
                                            Proposed Maximum        Proposed Maximum
Title of Securities to     Amount to be     Offering Price Per      Aggregate Offering      Amount of
be Registered              Registered       Share (1)               Price (1)               Registration Fee (1)
-------------------------- ---------------- ----------------------- ----------------------- ---------------------
Common Stock, no par
value per share               4,125,000             $6.985              $28,813,125.00           $7,203.28
========================== ================ ======================= ======================= =====================
</TABLE>

(1)  The offering price for such shares is estimated pursuant to Rule 457(c) and
     (h) under the Securities Act of 1933, as amended, solely for the purpose of
     calculating the  registration fee and is based upon the average of the high
     and low prices of the  Registrant's  common stock on May 21, 2001 as quoted
     on The Nasdaq Stock Market.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

     The following  documents filed by The Profit Recovery Group  International,
Inc.  ("PRG" or the  "Registrant")  with the Securities and Exchange  Commission
(the  "Commission")  hereby are  incorporated  herein by  reference  as of their
respective dates:

     o    PRG's Annual Report on Form 10-K for the year ended December 31, 2000;

     o    PRG's Quarterly Report on Form 10-Q for the  quarter  ended  March 31,
          2001; and

     o    The   description   of  PRG's  common  stock  as  contained  in  PRG's
          Registration  Statement  on Form 8-A  (Registration  No.  0-28000)  as
          declared  effective by the Commission on March 26, 1996, as amended by
          the Registration Statement on Form 8-A/A filed on August 9, 2000.

     In addition,  all reports and documents  subsequently filed by PRG pursuant
to Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and made a part  hereof  from  the date of the  filing  of such  documents.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this registration  statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

Item 5.  Interest of Named Experts and Counsel

     Certain legal  matters in connection  with the common stock covered by this
prospectus are being passed upon by Arnall Golden Gregory LLP.  Jonathan Golden,
the sole stockholder of Jonathan Golden P.C. (a partner of Arnall Golden Gregory
LLP), is a director of the registrant,  and beneficially owns approximately 1.21
million  shares of PRG common stock.  As of May 22, 2001,  attorneys with Arnall
Golden Gregory LLP beneficially  own an aggregate of  approximately  1.3 million
shares of PRG's common stock.

Item 6.  Indemnification of Directors and Officers

     Article 8 of PRG's articles of incorporation  and Article 7 of PRG's bylaws
set forth the extent to which PRG's  directors  and officers may be  indemnified
against  liabilities  they may incur  while  serving  in such  capacities.  Such
indemnification  will be provided to the fullest  extent  allowed by the Georgia
Business   Corporation   Code,  as  amended  from  time  to  time.  Under  these
indemnification  provisions,  PRG is required to indemnify  any of its directors
and  officers  against  any  reasonable  expenses  (including  attorneys'  fees)
incurred by such party in the defense of any action, suit or proceeding, whether
civil, criminal,  administrative or investigative, to which such person was made
a party, or in defense to any claim,  issue or matter therein,  by reason of the
fact that such  person is or was a director  or  officer of PRG or who,  while a
director or officer of PRG,  is or was  serving at PRG's  request as a director,
officer,   partner,   trustee,   employee  or  agent  of  another   corporation,
partnership,  joint venture, trust, employee benefit plan or other enterprise to
the extent that such director or officer has been  successful,  on the merits or
otherwise,  in such  defense.  PRG  also is  required  to  indemnify  any of its
directors or officers  against any  liability  incurred in  connection  with any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
name of PRG,  in which  event,  additional  determinations  must be made  before
indemnification  is  provided)  by reason of the fact that he or she is or was a
director  or officer of PRG who,  while a director  or officer of PRG, is or was
serving at PRG's request as a director,  officer,  partner, trustee, employee or
agent of  another  corporation,  partnership,  joint  venture,  trust,  employee
benefit plan or other enterprise,  if such director or officer acted in a manner
he or she believed in good faith to be in, or not opposed to, the best interests
of PRG, and with respect to any criminal proceeding,  had no reasonable cause to

                                      II-1
<PAGE>

believe  his or her  conduct  was  unlawful.  PRG may also  provide  advances of
expenses  incurred by a director or officer in defending  such  action,  suit or
proceeding  upon  receipt of a written  affirmation  of such officer or director
that he or she has met certain  standards of conduct and an undertaking by or on
behalf  of such  officer  or  director  to  repay  such  advances  unless  it is
ultimately determined that he or she is entitled to indemnification by PRG.

     PRG's articles of incorporation  contain a provision which  eliminates,  to
the fullest extent permitted by law, director liability for monetary damages for
breaches of the fiduciary duty of care or any other duty as a director.

     Pursuant  to Sections  14-2-851  through  14-2-857 of the Georgia  Business
Corporation Code, as amended, the directors,  officers,  employees and agents of
PRG  may,  and  in  some  cases  must,  be  indemnified  by  PRG  under  certain
circumstances  against expenses and liabilities incurred by or imposed upon them
as a result of actions,  suits or proceedings brought against them as directors,
officers,  employees and agents of PRG (including actions,  suits or proceedings
brought against them for violations of the federal securities laws).

     PRG has entered into indemnification  agreements with each of its directors
and certain executive officers ("Indemnitees"). Pursuant to such agreements, PRG
shall  indemnify  each  Indemnitee  whenever  he or she is or was a party  or is
threatened to be made a party to any proceeding,  including  without  limitation
any such proceeding  brought by or in the right of PRG,  because he or she is or
was a director or officer of PRG or is or was serving at the request of PRG as a
director or officer of another corporation, partnership, joint venture, trust or
other  enterprise,  or because of anything done or not done by the Indemnitee in
such  capacity,  against  expenses and  liabilities  (including the costs of any
investigation,  defense,  settlement or appeal) actually and reasonably incurred
by the Indemnitee or on his or her behalf in connection with such proceeding, if
he or she acted in good faith and in a manner he or she  reasonably  believed to
be in or not opposed to the best  interests  of PRG,  and,  with  respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption  that an Indemnitee
did not act in good faith and in a manner which he or she reasonably believed to
be in or not opposed to the best  interests  of PRG,  and,  with  respect to any
criminal action or proceeding,  had reasonable  cause to believe that his or her
conduct was  unlawful.  If in the  judgment of the board of  directors of PRG an
Indemnitee is reasonably  likely to be entitled to  indemnification  pursuant to
the  agreement,  all  reasonable  expenses  incurred  by or on  behalf  of  such
Indemnitee  shall be advanced from time to time by PRG to the Indemnitee  within
thirty  (30) days after  PRG's  receipt of a written  request  for an advance of
expenses by such  Indemnitee,  whether prior to or after final  disposition of a
proceeding.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "1933 Act"),  may be permitted  to  directors,  officers or persons
controlling  PRG pursuant to the foregoing  provisions  of the Georgia  Business
Corporation  Code and PRG's articles of incorporation  and bylaws,  PRG has been
informed that  indemnification  is  considered  by the  Commission to be against
public policy and therefore unenforceable.

     PRG currently maintains an insurance policy which insures the directors and
officers of PRG against certain liabilities, including certain liabilities under
the 1933 Act.

     Pursuant to the  Underwriting  Agreement  entered into by PRG in connection
with its initial public offering of common stock and the Underwriting  Agreement
entered into in connection with its secondary public offering of common stock in
March  1998 and  January  1999,  the  Underwriters  thereunder  have  agreed  to
indemnify the  directors  and officers of PRG and certain other persons  against
certain civil liabilities.

     Pursuant  to the Stock  Incentive  Plan (the  "Plan"),  in addition to such
other  rights of  indemnification  that they may have as  directors of PRG or as
members of the  Compensation  Committee  of the Board of  Directors  of PRG (the
"Committee"),  the members of the Committee  shall be indemnified by PRG against
the reasonable  expenses,  including  attorneys'  fees actually and  necessarily
incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein,  to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection  with the
Plan or any option granted  thereunder,  and against all amounts paid by them in
settlement  thereof  (provided such settlement is approved by independent  legal
counsel  selected by PRG) or paid by them in  satisfaction  of a judgment in any
such action,  suit or  proceeding,  except in relation to matters as to which it
shall be adjudged in such action,  suit or proceeding that such Committee member
is liable for negligence or misconduct in the performance of his or her duties.

                                      II-2
<PAGE>

Item 8.  Exhibits

Exhibit
Number    Description
-------   -----------
4.1       Specimen Stock  Certificate  (Incorporated by reference to Exhibit 4.1
          of the Registrant's  Registration  Statement on Form S-1 (Registration
          No. 333-1086)

4.2       Applicable  provisions of the Articles of Incorporation  and Bylaws of
          the Registrant  (Incorporated  by reference to Exhibits 4.2 and 4.3 of
          the Registrant's  Registration Statement on Form 8-A/A filed August 9,
          2000)

5*        Opinion of Arnall Golden Gregory LLP

23.1*     Consent of KPMG LLP

23.2*     Consent of Arnall Golden Gregory LLP (included in Exhibit 5)

23.3*     Consent of ERNST & YOUNG Audit

24.1*     Power of Attorney (included as part of the signature page hereto)

99.1      The Profit  Recovery Group  International,  Inc. Stock  Incentive Plan
          (Incorporated by referenced to Exhibit 10.5 to the  Registrant's  Form
          10-Q for the quarterly period ended September 30, 1998)

---------------------------
* Filed herewith.


Item 9.  Undertakings

     A. Rule 415 Offering.

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          1933 Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

               Provided,  however, that paragraph (a)(1)(i) and (a)(1)(ii) shall
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those paragraphs is contained in periodic
          reports  filed by the  Registrant  pursuant  to  Section 13 or Section
          15(d)  of the  1934 Act that  are  incorporated  by  reference  in the
          registration statement.

     (2) That, for the purpose of determining  any liability under the 1933 Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                      II-3

<PAGE>

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     B. Subsequent Documents Incorporated by Reference.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C. Indemnification of Officers, Directors and Controlling Persons.

     Insofar as indemnification  for liabilities  arising under the 1933 Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the  provisions  described  under Item 6 above,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.


                                      II-4
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atlanta, State of Georgia, on March 26, 2001.


                               THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.


                               By: /s/  John M. Cook
                                   ----------------------------------------
                                   John M. Cook
                                   Chairman of the Board and
                                   Chief Executive Officer


KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and  appoints  John M. Cook,  Clinton  McKellar,  Jr. and Donald E.
Ellis, Jr., and each of them, his or her true and lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him and in his
or her name,  place,  and stead, in any and all capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the  premises,  as he or she  might or could do in  person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
<S>                                         <C>                                                  <C>
Name                                                 Title                                           Date

/s/ John M. Cook                            Chairman of the Board, Chief                         March 26, 2001
------------------------------------        Executive Officer and Director
John M. Cook                                (Principal Executive Officer)


/s/ Donald E. Ellis, Jr.                    Executive Vice President  - Finance,                 March 26, 2001
------------------------------------        Chief Financial Officer and Treasurer
Donald E. Ellis, Jr.                        (Principal Financial Officer)


/s/ Allison Aden                            Vice President - Finance                             March 26, 2001
------------------------------------        (Principal Accounting Officer)
Allison Aden

/s/ John M. Toma                            Vice Chairman and Director                           March 26, 2001
------------------------------------
John M. Toma

/s/ Stanley B. Cohen                        Director                                             March 26, 2001
------------------------------------
Stanley B. Cohen

                                      II-5

<PAGE>

/s/ Marc S. Eisenberg                       Director                                             March 26, 2001
------------------------------------
Marc S. Eisenberg

/s/ Jonathan Golden                         Director                                             March 26, 2001
------------------------------------
Jonathan Golden

/s/ Garth H. Greimann                       Director                                             March 26, 2001
------------------------------------
Garth H. Greimann

/s/ Fred W. I. Lachotzki                    Director                                             March 26, 2001
------------------------------------
Fred W. I. Lachotzki

/s/ E. James Lowrey                         Director                                             March 26, 2001
------------------------------------
E. James Lowrey

/s/ Thomas S. Robertson                     Director                                             March 26, 2001
------------------------------------
Thomas S. Robertson

/s/ Jackie M. Ward                          Director                                             March 26, 2001
------------------------------------
Jackie M. Ward
</TABLE>



                                      II-6
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number    Description
-------   -----------
4.1       Specimen Stock  Certificate  (Incorporated by reference to Exhibit 4.1
          of the Registrant's  Registration  Statement on Form S-1 (Registration
          No. 333-1086)

4.2       Applicable  provisions of the Articles of Incorporation  and Bylaws of
          the Registrant  (Incorporated  by reference to Exhibits 4.2 and 4.3 of
          the Registrant's  Registration Statement on Form 8-A/A filed August 9,
          2000)

5*        Opinion of Arnall Golden Gregory LLP

23.1*     Consent of KPMG LLP

23.2*     Consent of Arnall Golden Gregory LLP (included in Exhibit 5)

23.3*     Consent of ERNST & YOUNG Audit

24.1*     Power of Attorney (included as part of the signature page hereto)

99.1      The Profit  Recovery Group  International,  Inc. Stock  Incentive Plan
          (Incorporated by referenced to Exhibit 10.5 to the  Registrant's  Form
          10-Q for the quarterly period ended September 30, 1998)

---------------------------
* Filed herewith.





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As filed with the Securities and Exchange Commission on May 24, 2001

                                                 Registration No. 333-__________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                  The Profit Recovery Group International, Inc.
             (Exact name of registrant as specified in its charter)

           Georgia                                             58-2213805
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                         Identification No.)

                   2300 Windy Ridge Parkway, Suite 100 North
                          Atlanta, Georgia 30339-8426
          (Address of principal executive offices, including zip code)

       The Profit Recovery Group International, Inc. Stock Incentive Plan
                            (Full title of the plan)
                               -------------------

         Clinton McKellar, Jr., Esq.                         Copy to:
The Profit Recovery Group International, Inc.
          2300 Windy Ridge Parkway                  B. Joseph Alley, Jr., Esq.
               Suite 100 North                       Arnall Golden Gregory LLP
        Atlanta, Georgia  30339-8426                 2800 One Atlantic Center
   (Name and address of agent for service)          1201 West Peachtree Street
               (770) 779-3051                       Atlanta, Georgia 30309-3450
 (Telephone number, including area code, of               (404) 873-8688
             agent for service)
CALCULATION OF REGISTRATION FEE
========================== ================ ======================= ======================= =====================
                                            Proposed Maximum        Proposed Maximum
Title of Securities to     Amount to be     Offering Price Per      Aggregate Offering      Amount of
be Registered              Registered       Share (1)               Price (1)               Registration Fee (1)
-------------------------- ---------------- ----------------------- ----------------------- ---------------------
Common Stock, no par
value per share               4,125,000             $6.985              $28,813,125.00           $7,203.28
========================== ================ ======================= ======================= =====================
(1)  The offering price for such shares is estimated pursuant to Rule 457(c) and
     (h) under the Securities Act of 1933, as amended, solely for the purpose of
     calculating the  registration fee and is based upon the average of the high
     and low prices of the  Registrant's  common stock on May 21, 2001 as quoted
     on The Nasdaq Stock Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents filed by The Profit Recovery Group  International,
Inc.  ("PRG" or the  "Registrant")  with the Securities and Exchange  Commission
(the  "Commission")  hereby are  incorporated  herein by  reference  as of their
respective dates:

     o    PRG's Annual Report on Form 10-K for the year ended December 31, 2000;

     o    PRG's Quarterly Report on Form 10-Q for the  quarter  ended  March 31,
          2001; and

     o    The   description   of  PRG's  common  stock  as  contained  in  PRG's
          Registration  Statement  on Form 8-A  (Registration  No.  0-28000)  as
          declared  effective by the Commission on March 26, 1996, as amended by
          the Registration Statement on Form 8-A/A filed on August 9, 2000.

     In addition,  all reports and documents  subsequently filed by PRG pursuant
to Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and made a part  hereof  from  the date of the  filing  of such  documents.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this registration  statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

Item 5.  Interest of Named Experts and Counsel

     Certain legal  matters in connection  with the common stock covered by this
prospectus are being passed upon by Arnall Golden Gregory LLP.  Jonathan Golden,
the sole stockholder of Jonathan Golden P.C. (a partner of Arnall Golden Gregory
LLP), is a director of the registrant,  and beneficially owns approximately 1.21
million  shares of PRG common stock.  As of May 22, 2001,  attorneys with Arnall
Golden Gregory LLP beneficially  own an aggregate of  approximately  1.3 million
shares of PRG's common stock.

Item 6.  Indemnification of Directors and Officers

     Article 8 of PRG's articles of incorporation  and Article 7 of PRG's bylaws
set forth the extent to which PRG's  directors  and officers may be  indemnified
against  liabilities  they may incur  while  serving  in such  capacities.  Such
indemnification  will be provided to the fullest  extent  allowed by the Georgia
Business   Corporation   Code,  as  amended  from  time  to  time.  Under  these
indemnification  provisions,  PRG is required to indemnify  any of its directors
and  officers  against  any  reasonable  expenses  (including  attorneys'  fees)
incurred by such party in the defense of any action, suit or proceeding, whether
civil, criminal,  administrative or investigative, to which such person was made
a party, or in defense to any claim,  issue or matter therein,  by reason of the
fact that such  person is or was a director  or  officer of PRG or who,  while a
director or officer of PRG,  is or was  serving at PRG's  request as a director,
officer,   partner,   trustee,   employee  or  agent  of  another   corporation,
partnership,  joint venture, trust, employee benefit plan or other enterprise to
the extent that such director or officer has been  successful,  on the merits or
otherwise,  in such  defense.  PRG  also is  required  to  indemnify  any of its
directors or officers  against any  liability  incurred in  connection  with any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
name of PRG,  in which  event,  additional  determinations  must be made  before
indemnification  is  provided)  by reason of the fact that he or she is or was a
director  or officer of PRG who,  while a director  or officer of PRG, is or was
serving at PRG's request as a director,  officer,  partner, trustee, employee or
agent of  another  corporation,  partnership,  joint  venture,  trust,  employee
benefit plan or other enterprise,  if such director or officer acted in a manner
he or she believed in good faith to be in, or not opposed to, the best interests
of PRG, and with respect to any criminal proceeding,  had no reasonable cause to

                                      II-1
believe  his or her  conduct  was  unlawful.  PRG may also  provide  advances of
expenses  incurred by a director or officer in defending  such  action,  suit or
proceeding  upon  receipt of a written  affirmation  of such officer or director
that he or she has met certain  standards of conduct and an undertaking by or on
behalf  of such  officer  or  director  to  repay  such  advances  unless  it is
ultimately determined that he or she is entitled to indemnification by PRG.

     PRG's articles of incorporation  contain a provision which  eliminates,  to
the fullest extent permitted by law, director liability for monetary damages for
breaches of the fiduciary duty of care or any other duty as a director.

     Pursuant  to Sections  14-2-851  through  14-2-857 of the Georgia  Business
Corporation Code, as amended, the directors,  officers,  employees and agents of
PRG  may,  and  in  some  cases  must,  be  indemnified  by  PRG  under  certain
circumstances  against expenses and liabilities incurred by or imposed upon them
as a result of actions,  suits or proceedings brought against them as directors,
officers,  employees and agents of PRG (including actions,  suits or proceedings
brought against them for violations of the federal securities laws).

     PRG has entered into indemnification  agreements with each of its directors
and certain executive officers ("Indemnitees"). Pursuant to such agreements, PRG
shall  indemnify  each  Indemnitee  whenever  he or she is or was a party  or is
threatened to be made a party to any proceeding,  including  without  limitation
any such proceeding  brought by or in the right of PRG,  because he or she is or
was a director or officer of PRG or is or was serving at the request of PRG as a
director or officer of another corporation, partnership, joint venture, trust or
other  enterprise,  or because of anything done or not done by the Indemnitee in
such  capacity,  against  expenses and  liabilities  (including the costs of any
investigation,  defense,  settlement or appeal) actually and reasonably incurred
by the Indemnitee or on his or her behalf in connection with such proceeding, if
he or she acted in good faith and in a manner he or she  reasonably  believed to
be in or not opposed to the best  interests  of PRG,  and,  with  respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption  that an Indemnitee
did not act in good faith and in a manner which he or she reasonably believed to
be in or not opposed to the best  interests  of PRG,  and,  with  respect to any
criminal action or proceeding,  had reasonable  cause to believe that his or her
conduct was  unlawful.  If in the  judgment of the board of  directors of PRG an
Indemnitee is reasonably  likely to be entitled to  indemnification  pursuant to
the  agreement,  all  reasonable  expenses  incurred  by or on  behalf  of  such
Indemnitee  shall be advanced from time to time by PRG to the Indemnitee  within
thirty  (30) days after  PRG's  receipt of a written  request  for an advance of
expenses by such  Indemnitee,  whether prior to or after final  disposition of a
proceeding.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "1933 Act"),  may be permitted  to  directors,  officers or persons
controlling  PRG pursuant to the foregoing  provisions  of the Georgia  Business
Corporation  Code and PRG's articles of incorporation  and bylaws,  PRG has been
informed that  indemnification  is  considered  by the  Commission to be against
public policy and therefore unenforceable.

     PRG currently maintains an insurance policy which insures the directors and
officers of PRG against certain liabilities, including certain liabilities under
the 1933 Act.

     Pursuant to the  Underwriting  Agreement  entered into by PRG in connection
with its initial public offering of common stock and the Underwriting  Agreement
entered into in connection with its secondary public offering of common stock in
March  1998 and  January  1999,  the  Underwriters  thereunder  have  agreed  to
indemnify the  directors  and officers of PRG and certain other persons  against
certain civil liabilities.

     Pursuant  to the Stock  Incentive  Plan (the  "Plan"),  in addition to such
other  rights of  indemnification  that they may have as  directors of PRG or as
members of the  Compensation  Committee  of the Board of  Directors  of PRG (the
"Committee"),  the members of the Committee  shall be indemnified by PRG against
the reasonable  expenses,  including  attorneys'  fees actually and  necessarily
incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein,  to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection  with the
Plan or any option granted  thereunder,  and against all amounts paid by them in
settlement  thereof  (provided such settlement is approved by independent  legal
counsel  selected by PRG) or paid by them in  satisfaction  of a judgment in any
such action,  suit or  proceeding,  except in relation to matters as to which it
shall be adjudged in such action,  suit or proceeding that such Committee member
is liable for negligence or misconduct in the performance of his or her duties.

                                      II-2
Item 8.  Exhibits

Exhibit
Number    Description
-------   -----------
4.1       Specimen Stock  Certificate  (Incorporated by reference to Exhibit 4.1
          of the Registrant's  Registration  Statement on Form S-1 (Registration
          No. 333-1086)

4.2       Applicable  provisions of the Articles of Incorporation  and Bylaws of
          the Registrant  (Incorporated  by reference to Exhibits 4.2 and 4.3 of
          the Registrant's  Registration Statement on Form 8-A/A filed August 9,
          2000)

5*        Opinion of Arnall Golden Gregory LLP

23.1*     Consent of KPMG LLP

23.2*     Consent of Arnall Golden Gregory LLP (included in Exhibit 5)

23.3*     Consent of ERNST & YOUNG Audit

24.1*     Power of Attorney (included as part of the signature page hereto)

99.1      The Profit  Recovery Group  International,  Inc. Stock  Incentive Plan
          (Incorporated by referenced to Exhibit 10.5 to the  Registrant's  Form
          10-Q for the quarterly period ended September 30, 1998)

---------------------------
* Filed herewith.

Item 9.  Undertakings

     A. Rule 415 Offering.

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          1933 Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

               Provided,  however, that paragraph (a)(1)(i) and (a)(1)(ii) shall
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those paragraphs is contained in periodic
          reports  filed by the  Registrant  pursuant  to  Section 13 or Section
          15(d)  of the  1934 Act that  are  incorporated  by  reference  in the
          registration statement.

     (2) That, for the purpose of determining  any liability under the 1933 Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                      II-3
(3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     B. Subsequent Documents Incorporated by Reference.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C. Indemnification of Officers, Directors and Controlling Persons.

     Insofar as indemnification  for liabilities  arising under the 1933 Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the  provisions  described  under Item 6 above,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atlanta, State of Georgia, on March 26, 2001.

                               THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.

                               By: /s/  John M. Cook
                                   ----------------------------------------
                                   John M. Cook
                                   Chairman of the Board and
                                   Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and  appoints  John M. Cook,  Clinton  McKellar,  Jr. and Donald E.
Ellis, Jr., and each of them, his or her true and lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him and in his
or her name,  place,  and stead, in any and all capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the  premises,  as he or she  might or could do in  person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
Name                                                 Title                                           Date

/s/ John M. Cook                            Chairman of the Board, Chief                         March 26, 2001
------------------------------------        Executive Officer and Director
John M. Cook                                (Principal Executive Officer)

/s/ Donald E. Ellis, Jr.                    Executive Vice President  - Finance,                 March 26, 2001
------------------------------------        Chief Financial Officer and Treasurer
Donald E. Ellis, Jr.                        (Principal Financial Officer)

/s/ Allison Aden                            Vice President - Finance                             March 26, 2001
------------------------------------        (Principal Accounting Officer)
Allison Aden

/s/ John M. Toma                            Vice Chairman and Director                           March 26, 2001
------------------------------------
John M. Toma

/s/ Stanley B. Cohen                        Director                                             March 26, 2001
------------------------------------
Stanley B. Cohen

                                      II-5
/s/ Marc S. Eisenberg                       Director                                             March 26, 2001
------------------------------------
Marc S. Eisenberg

/s/ Jonathan Golden                         Director                                             March 26, 2001
------------------------------------
Jonathan Golden

/s/ Garth H. Greimann                       Director                                             March 26, 2001
------------------------------------
Garth H. Greimann

/s/ Fred W. I. Lachotzki                    Director                                             March 26, 2001
------------------------------------
Fred W. I. Lachotzki

/s/ E. James Lowrey                         Director                                             March 26, 2001
------------------------------------
E. James Lowrey

/s/ Thomas S. Robertson                     Director                                             March 26, 2001
------------------------------------
Thomas S. Robertson

/s/ Jackie M. Ward                          Director                                             March 26, 2001
------------------------------------
Jackie M. Ward
II-6
EXHIBIT INDEX

Exhibit
Number    Description
-------   -----------
4.1       Specimen Stock  Certificate  (Incorporated by reference to Exhibit 4.1
          of the Registrant's  Registration  Statement on Form S-1 (Registration
          No. 333-1086)

4.2       Applicable  provisions of the Articles of Incorporation  and Bylaws of
          the Registrant  (Incorporated  by reference to Exhibits 4.2 and 4.3 of
          the Registrant's  Registration Statement on Form 8-A/A filed August 9,
          2000)

5*        Opinion of Arnall Golden Gregory LLP

23.1*     Consent of KPMG LLP

23.2*     Consent of Arnall Golden Gregory LLP (included in Exhibit 5)

23.3*     Consent of ERNST & YOUNG Audit

24.1*     Power of Attorney (included as part of the signature page hereto)

99.1      The Profit  Recovery Group  International,  Inc. Stock  Incentive Plan
          (Incorporated by referenced to Exhibit 10.5 to the  Registrant's  Form
          10-Q for the quarterly period ended September 30, 1998)

---------------------------
* Filed herewith.

1270362v5