As filed with the Securities and Exchange Commission on January 22, 2002

                                                   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. HSA ACQUISITION STOCK OPTION 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) 779-3900                             ATLANTA, GEORGIA 30309-3450
(Telephone number, including area code, of                (404) 873-8500
        agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                             <C>                     <C>                     <C>                             <C>
====================================================================================================================================
Title of Securities to be    Amount to be     Proposed Maximum Offering    Proposed Maximum Aggregate     Amount of Registration
Registered (1)               Registered       Price Per Share (2)          Offering Price (2)             Fee (2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par           155,650             $5.51                        $857,631.50                      $ 78.90
value per share
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par           928,196             $6.12                        $5,680,559.52                    $522.61
value per share
====================================================================================================================================

</TABLE>

(1)  This  Registration  Statement  also  covers such  indeterminable  number of
     additional  shares as may become issuable to prevent  dilution in the event
     of stock splits,  stock dividends or similar  transactions  pursuant to the
     terms of The Profit  Recovery  Group  International,  Inc. HSA  Acquisition
     Stock Option Plan (the "Plan").
(2)  Calculated  pursuant  to Rule  457(h),  based  upon the  price at which the
     options granted under the Plan may be exercised.


<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 Reports on Form 10-Q for the quarters ended March 31, 2001,
     June 30, 2001 and September 30, 2001;

o    PRG's Current Report on Form 8-K filed on October 9, 2001;

o    PRG's Current Report on Form 8-K filed on November 1, 2001;

o    PRG's Current Report on Form 8-K filed on November 15, 2001;

o    PRG's Current Report on Form 8-K filed on November 16, 2001;

o    PRG's Current Report on Form 8-K filed on December 17, 2001;

o    PRG's Current Report on Form 8-K filed on December 26, 2001;

o    PRG's Current Report on Form 8-K filed on January 2, 2002;

o    PRG's Current Report on Form 8-K filed on January 17, 2002; 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 January 22,  2002,  attorneys  with
Arnall Golden Gregory LLP  beneficially  own an aggregate of  approximately  1.4
million shares of PRG's common stock.


                                       II-2
<PAGE>

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article 8 of PRG's articles of incorporation  and Article 7 of PRG's bylaws
require PRG to  indemnify  its  directors  and  officers  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 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 of any claim,  issue or matter  therein,  by reason of the
fact that  such  person  is or was a  director  or  officer  of PRG or,  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
believe  his or her  conduct  was  unlawful.  PRG is also  required  to  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.

                                       II-3
<PAGE>

     Pursuant to PRG's 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 thereof,  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.

     The asset  agreement for the HSA-Texas  acquisition  provides that PRG will
indemnify HSA-Texas and its shareholders and HSA-Texas'  affiliates,  directors,
officers,  employees  and agents and hold them  harmless  from and  against  all
claims, liabilities, lawsuits, costs, damages, or expenses, including reasonable
attorneys fees and expenses incurred in litigation or otherwise,  arising out of
any sustained by any of them due to or relating to:

o    any misrepresentation or breach of any representation,  warranty,  covenant
     or agreement of PRG in the asset agreement; and

o    any  liability  or   obligation   incurred  by  HSA-Texas  or  any  of  its
     shareholders  relating  to the  operation  or  ownership  of the  HSA-Texas
     business by PRG, or the  ownership  or use of the  acquired  assets by PRG,
     from and after the effective date.

     Concurrently  with the closing,  PRG,  HSA-Texas,  Howard  Schultz,  Andrew
Schultz,  the Andrew H. Schultz  Irrevocable  Trust and certain other affiliated
Schultz  family trusts which are parties to the asset  agreement will enter into
an   indemnification   agreement   which  will  set  forth  the  procedures  for
indemnification,  and the survival period and limitations on  indemnification of
the claims described above.


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. HSA  Acquisition  Stock
       Option Plan.

---------------------------
* 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:



                                       II-4
<PAGE>

          (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.

     (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-5
<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 January 22, 2002.

                                   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>
<S>                             <C>                                     <C>

Name                                    Title                                Date

/s/ John M. Cook                Chairman of the Board, Chief            January 22, 2002
--------------------------      Executive Officer and Director
John M. Cook                    (Principal Executive Officer)

/s/ Donald E. Ellis, Jr.        Executive Vice President - Finance,     January 22, 2002
--------------------------      Chief Financial Officer and Treasurer
Donald E. Ellis, Jr.            (Principal Financial Officer)

/s/ Allison Aden                Vice President - Finance                January 22, 2002
--------------------------      (Principal Accounting Officer)
Allison Aden

/s/ John M. Toma                Vice Chairman and Director              January 22, 2002
--------------------------
John M. Toma

/s/ Stanley B. Cohen            Director                                January 22, 2002
--------------------------
Stanley B. Cohen

/s/ Jonathan Golden             Director                                January 22, 2002
--------------------------
Jonathan Golden

/s/ Garth H. Greimann           Director                                January 22, 2002
--------------------------
Garth H. Greimann

/s/ Fred W. I. Lachotzki        Director                                January 22, 2002
--------------------------
Fred W. I. Lachotzki

                                Director                                January ___, 2002
--------------------------
E. James Lowrey

                                Director                                January ___, 2002
--------------------------
Thomas S. Robertson

/s/ Jackie M. Ward              Director                                January 22, 2002
--------------------------
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. HSA  Acquisition  Stock
       Option Plan.

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




1379154
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{"company-data": {"conformed-name": "PROFIT RECOVERY GROUP INTERNATIONAL INC", "cik": "0001007330", "assigned-sic": "8700", "irs-number": "582213805", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81168", "film-number": "02514232"}, "business-address": {"street1": "2300 WINDY RIDGE PKWY", "street2": "STE 100 N", "city": "ATLANTA", "state": "GA", "zip": "30339-8426", "phone": "7707793900"}, "mail-address": {"street1": "2300 WINDY RIDGE PKWY", "street2": "STE 100 NORTH", "city": "ATLANTA", "state": "GA", "zip": "30339-8426"}}
As filed with the Securities and Exchange Commission on January 22, 2002

                                                   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. HSA ACQUISITION STOCK OPTION 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) 779-3900                             ATLANTA, GEORGIA 30309-3450
(Telephone number, including area code, of                (404) 873-8500
        agent for service)

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Securities to be    Amount to be     Proposed Maximum Offering    Proposed Maximum Aggregate     Amount of Registration
Registered (1)               Registered       Price Per Share (2)          Offering Price (2)             Fee (2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par           155,650             $5.51                        $857,631.50                      $ 78.90
value per share
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par           928,196             $6.12                        $5,680,559.52                    $522.61
value per share
====================================================================================================================================
(1)  This  Registration  Statement  also  covers such  indeterminable  number of
     additional  shares as may become issuable to prevent  dilution in the event
     of stock splits,  stock dividends or similar  transactions  pursuant to the
     terms of The Profit  Recovery  Group  International,  Inc. HSA  Acquisition
     Stock Option Plan (the "Plan").
(2)  Calculated  pursuant  to Rule  457(h),  based  upon the  price at which the
     options granted under the Plan may be exercised.
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 Reports on Form 10-Q for the quarters ended March 31, 2001,
     June 30, 2001 and September 30, 2001;

o    PRG's Current Report on Form 8-K filed on October 9, 2001;

o    PRG's Current Report on Form 8-K filed on November 1, 2001;

o    PRG's Current Report on Form 8-K filed on November 15, 2001;

o    PRG's Current Report on Form 8-K filed on November 16, 2001;

o    PRG's Current Report on Form 8-K filed on December 17, 2001;

o    PRG's Current Report on Form 8-K filed on December 26, 2001;

o    PRG's Current Report on Form 8-K filed on January 2, 2002;

o    PRG's Current Report on Form 8-K filed on January 17, 2002; 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 January 22,  2002,  attorneys  with
Arnall Golden Gregory LLP  beneficially  own an aggregate of  approximately  1.4
million shares of PRG's common stock.

                                       II-2
ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article 8 of PRG's articles of incorporation  and Article 7 of PRG's bylaws
require PRG to  indemnify  its  directors  and  officers  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 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 of any claim,  issue or matter  therein,  by reason of the
fact that  such  person  is or was a  director  or  officer  of PRG or,  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
believe  his or her  conduct  was  unlawful.  PRG is also  required  to  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.

                                       II-3
Pursuant to PRG's 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 thereof,  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.

     The asset  agreement for the HSA-Texas  acquisition  provides that PRG will
indemnify HSA-Texas and its shareholders and HSA-Texas'  affiliates,  directors,
officers,  employees  and agents and hold them  harmless  from and  against  all
claims, liabilities, lawsuits, costs, damages, or expenses, including reasonable
attorneys fees and expenses incurred in litigation or otherwise,  arising out of
any sustained by any of them due to or relating to:

o    any misrepresentation or breach of any representation,  warranty,  covenant
     or agreement of PRG in the asset agreement; and

o    any  liability  or   obligation   incurred  by  HSA-Texas  or  any  of  its
     shareholders  relating  to the  operation  or  ownership  of the  HSA-Texas
     business by PRG, or the  ownership  or use of the  acquired  assets by PRG,
     from and after the effective date.

     Concurrently  with the closing,  PRG,  HSA-Texas,  Howard  Schultz,  Andrew
Schultz,  the Andrew H. Schultz  Irrevocable  Trust and certain other affiliated
Schultz  family trusts which are parties to the asset  agreement will enter into
an   indemnification   agreement   which  will  set  forth  the  procedures  for
indemnification,  and the survival period and limitations on  indemnification of
the claims described above.

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. HSA  Acquisition  Stock
       Option Plan.

---------------------------
* 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:

                                       II-4
(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.

     (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-5
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 January 22, 2002.

                                   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            January 22, 2002
--------------------------      Executive Officer and Director
John M. Cook                    (Principal Executive Officer)

/s/ Donald E. Ellis, Jr.        Executive Vice President - Finance,     January 22, 2002
--------------------------      Chief Financial Officer and Treasurer
Donald E. Ellis, Jr.            (Principal Financial Officer)

/s/ Allison Aden                Vice President - Finance                January 22, 2002
--------------------------      (Principal Accounting Officer)
Allison Aden

/s/ John M. Toma                Vice Chairman and Director              January 22, 2002
--------------------------
John M. Toma

/s/ Stanley B. Cohen            Director                                January 22, 2002
--------------------------
Stanley B. Cohen

/s/ Jonathan Golden             Director                                January 22, 2002
--------------------------
Jonathan Golden

/s/ Garth H. Greimann           Director                                January 22, 2002
--------------------------
Garth H. Greimann

/s/ Fred W. I. Lachotzki        Director                                January 22, 2002
--------------------------
Fred W. I. Lachotzki

                                Director                                January ___, 2002
--------------------------
E. James Lowrey

                                Director                                January ___, 2002
--------------------------
Thomas S. Robertson

/s/ Jackie M. Ward              Director                                January 22, 2002
--------------------------
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. HSA  Acquisition  Stock
       Option Plan.

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

1379154