As filed with the Securities and Exchange Commission on September 23, 1998

                                                   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 issuer 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. 1996 Stock Incentive Plan
                         (f/k/a 1996 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) 779-3051                               Atlanta, Georgia 30309-3450
(Telephone number, including area code, of              (404) 873-8688
      agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

==============================================================================================================================
                                                Proposed Maximum           Proposed Maximum
Title of Securities to be   Amount to be        Offering Price Per Share   Aggregate Offering Price   Amount of
Registered                  Registered          (1)                        (1)                        Registration Fee (1)
------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                     <C>                      <C>                        <C>      
Common Stock, no par            1,000,000               $27.6875                 $27,687,500                $8,168.00
value per share
==============================================================================================================================
</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
         September 21, 1998 as quoted on The Nasdaq Stock Market.


545925.3

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

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

    (1)      The Company's Annual Report on Form 10-K, as amended, for the year
             ended December 31, 1997;

    (2)      The Company's Quarterly Reports on Form 10-Q for the quarters ended
             March 31, 1998 and June 30, 1998;

    (3)      The Company's Current Reports on Form 8-K filed on August 12, 1998.

    (4)      The description of the Company's  Common Stock as contained in the
             Company's  Registration  Statement on Form 8-A  (Registration  No.
             0-28000)  as declared  effective  by the  Commission  on March 26,
             1996.

         In  addition,  all  reports  and  documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 or 15(d)  of the  Securities
Exchange  Act of 1934,  as amended  (the "1934  Act"),  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 882,928
shares of Company  Common Stock.  As of the date hereof,  attorneys  with Arnall
Golden & Gregory,  LLP beneficially  own an aggregate of  approximately  900,000
shares of the registrant's Common Stock.

Item 6.  Indemnification of Directors and Officers

         Article 8 of the Company's Articles of Incorporation and Article VII of
the Company's  Bylaws set forth the extent to which the Company'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, the Company 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 the  Company or who,  while a director or officer of the  Company,  is or was
serving at the  Company'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.  The
Company 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 the Company,  in which
event, additional determinations must be made before

                                      II-1

<PAGE>



indemnification  is  provided)  by reason of the fact that he or she is or was a
director  or  officer of the  Company  who,  while a director  or officer of the
Company,  is or was serving at the  Company'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 the Company,  and with respect to any criminal
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.
The Company  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 the Company.

         The  Company'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
the Company may, and in some cases must,  be  indemnified  by the Company  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 the Company  (including  actions,
suits  or  proceedings  brought  against  them  for  violations  of the  federal
securities laws).

         The Company has entered into  Indemnification  Agreements  with each of
its directors and certain executive officers  ("Indemnitees").  Pursuant to such
agreements, the Company 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 the
Company,  because he or she is or was a director or officer of the Company or is
or was serving at the request of the Company 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 the Company,  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 the Company,  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 the Company 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 the Company to the Indemnitee
within thirty (30) days after the Company'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,  as amended  (the  "1933  Act"),  may be  permitted  to  directors,
officers or persons controlling the Company pursuant to the foregoing provisions
of the Georgia Business  Corporation Code and the Company's Articles and Bylaws,
the  Company  has  been  informed  that  indemnification  is  considered  by the
Securities  and Exchange  Commission  to be against  public policy and therefore
unenforceable.

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

         Pursuant  to the  Registration  Rights  Agreement  dated April 29, 1995
between  predecessors  of the  Company,  Third  Berkshire  Fund  III,  A Limited
Partnership,  Prudential Securities Incorporated,  Garth H. Greimann, a director
of the Company, and certain other affiliates of Third Berkshire Associates,  the
general partner of Third Berkshire Fund III, A Limited Partnership,  the Company
is obligated to pay certain expenses incurred by Mr. Greimann in connection with
the exercise of rights under the Registration Rights Agreement.

         Pursuant to the Underwriting  Agreement  entered into by the Company in
connection with its initial public offering of Common Stock and the Underwriting
Agreement entered into in connection with its secondary public

                                      II-2

<PAGE>



offering of Common Stock in March 1998, the Underwriters  thereunder have agreed
to indemnify  the  directors  and officers of the  Registrant  and certain other
persons against certain civil liabilities.

         Pursuant to the 1996 Stock Incentive Plan (the "Plan"),  in addition to
such other  rights of  indemnification  that they may have as  directors  of the
Company or as members of the Compensation Committee of the Board of Directors of
the Company (the "Committee"), the members of the Committee shall be indemnified
by the Company  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 the  Company)  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.

Item 8.  Exhibits

Exhibit
Number                        Description

*4.1         Specimen Stock Certificate

  4.2        Applicable  provisions of the Articles of Incorporation and Bylaws
             of the Registrant  (incorporated  by reference to Exhibits 3.1 and
             3.2  of  the  Registrant's  Registration  Statement  on  Form  S-1
             (Registration No. 333-1086))

    5        Opinion of Arnall Golden & Gregory, LLP

10.1         1996 Stock Incentive Plan

23.1         Consent of KPMG Peat Marwick LLP

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

23.3         Consent of ERNST & YOUNG Entrepreneurs

---------------------------
*  Incorporated  by  reference  to  Exhibit of same  number of the  Registrant's
Registration Statement on Form S-1 (Registration No. 333-1086).


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;


                                      II-3

<PAGE>



                           (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 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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 September 21, 1998.


                  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.

PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
<TABLE>
<CAPTION>
Name                                                 Title                              Date

<S>                                        <C>                                     <C> 
/s/ John M. Cook                           Chairman of the Board, Chief            September 21, 1998
John M. Cook                               Executive Officer and Director
                                           (Principal Executive Officer)

/s/ Donald E. Ellis, Jr.                   Senior Vice President  - Finance,
Donald E. Ellis, Jr.                       Chief Financial Officer and Treasurer
                                           (Principal Financial Officer)           September 21, 1998

/s/ Michael R. Melton                      Vice President - Finance                September 21, 1998
Michael R. Melton                          (Principal Accounting Officer)

/s/ John M. Toma                           Vice Chairman and Director              September 21, 1998
------------------------------------
John M. Toma

/s/ Michael A. Lustig                      President and Director                  September 21, 1998
------------------------------------
Michael A. Lustig

                       [SIGNATURES CONTINUED ON NEXT PAGE]

                                      II-5

<PAGE>




/s/ Stanley B. Cohen                        Director                               September 21, 1998
------------------------------------
Stanley B. Cohen

/s/ Marc S. Eisenberg                       Director                               September 21, 1998
------------------------------------
Marc S. Eisenberg

/s/ Jonathan Golden                         Director                               September 21, 1998
Jonathan Golden

/s/ Garth H. Greimann                       Director                               September 21, 1998
------------------------------------
Garth H. Greimann

/s/ Fred W. I. Lachotzki                    Director                               September 21, 1998
Fred W. I. Lachotzki

/s/ E. James Lowrey                         Director                               September 21, 1998
------------------------------------
E. James Lowery
</TABLE>


                                      II-6

<PAGE>



                                  EXHIBIT INDEX



Exhibit


*4.1              Specimen Stock Certificate

  4.2           Applicable provisions of the Articles of Incorporation and
                Bylaws of the Registrant (incorporated by reference to Exhibits
                3.1 and 3.2 of the Registrant's Registration Statement on Form
                S-1 (Registration No. 333-1086))

    5           Opinion of Arnall Golden & Gregory, LLP

10.1            1996 Stock Incentive Plan

23.1            Consent of KPMG Peat Marwick LLP

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

23.3            Consent of ERNST & YOUNG Entrepreneurs

---------------------------
*  Incorporated  by  reference  to  Exhibit of same  number of the  Registrant's
Registration Statement on Form S-1 (Registration No. 333-1086).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 25004}]
{"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": "333-64125", "film-number": "98713687"}, "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 September 23, 1998

                                                   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 issuer 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. 1996 Stock Incentive Plan
                         (f/k/a 1996 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) 779-3051                               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 be   Amount to be        Offering Price Per Share   Aggregate Offering Price   Amount of
Registered                  Registered          (1)                        (1)                        Registration Fee (1)
------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par            1,000,000               $27.6875                 $27,687,500                $8,168.00
value per share
==============================================================================================================================
(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
         September 21, 1998 as quoted on The Nasdaq Stock Market.

545925.3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

    (1)      The Company's Annual Report on Form 10-K, as amended, for the year
             ended December 31, 1997;

    (2)      The Company's Quarterly Reports on Form 10-Q for the quarters ended
             March 31, 1998 and June 30, 1998;

    (3)      The Company's Current Reports on Form 8-K filed on August 12, 1998.

    (4)      The description of the Company's  Common Stock as contained in the
             Company's  Registration  Statement on Form 8-A  (Registration  No.
             0-28000)  as declared  effective  by the  Commission  on March 26,
             1996.

         In  addition,  all  reports  and  documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 or 15(d)  of the  Securities
Exchange  Act of 1934,  as amended  (the "1934  Act"),  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 882,928
shares of Company  Common Stock.  As of the date hereof,  attorneys  with Arnall
Golden & Gregory,  LLP beneficially  own an aggregate of  approximately  900,000
shares of the registrant's Common Stock.

Item 6.  Indemnification of Directors and Officers

         Article 8 of the Company's Articles of Incorporation and Article VII of
the Company's  Bylaws set forth the extent to which the Company'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, the Company 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 the  Company or who,  while a director or officer of the  Company,  is or was
serving at the  Company'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.  The
Company 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 the Company,  in which
event, additional determinations must be made before

                                      II-1
indemnification  is  provided)  by reason of the fact that he or she is or was a
director  or  officer of the  Company  who,  while a director  or officer of the
Company,  is or was serving at the  Company'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 the Company,  and with respect to any criminal
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.
The Company  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 the Company.

         The  Company'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
the Company may, and in some cases must,  be  indemnified  by the Company  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 the Company  (including  actions,
suits  or  proceedings  brought  against  them  for  violations  of the  federal
securities laws).

         The Company has entered into  Indemnification  Agreements  with each of
its directors and certain executive officers  ("Indemnitees").  Pursuant to such
agreements, the Company 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 the
Company,  because he or she is or was a director or officer of the Company or is
or was serving at the request of the Company 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 the Company,  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 the Company,  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 the Company 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 the Company to the Indemnitee
within thirty (30) days after the Company'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,  as amended  (the  "1933  Act"),  may be  permitted  to  directors,
officers or persons controlling the Company pursuant to the foregoing provisions
of the Georgia Business  Corporation Code and the Company's Articles and Bylaws,
the  Company  has  been  informed  that  indemnification  is  considered  by the
Securities  and Exchange  Commission  to be against  public policy and therefore
unenforceable.

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

         Pursuant  to the  Registration  Rights  Agreement  dated April 29, 1995
between  predecessors  of the  Company,  Third  Berkshire  Fund  III,  A Limited
Partnership,  Prudential Securities Incorporated,  Garth H. Greimann, a director
of the Company, and certain other affiliates of Third Berkshire Associates,  the
general partner of Third Berkshire Fund III, A Limited Partnership,  the Company
is obligated to pay certain expenses incurred by Mr. Greimann in connection with
the exercise of rights under the Registration Rights Agreement.

         Pursuant to the Underwriting  Agreement  entered into by the Company in
connection with its initial public offering of Common Stock and the Underwriting
Agreement entered into in connection with its secondary public

                                      II-2
offering of Common Stock in March 1998, the Underwriters  thereunder have agreed
to indemnify  the  directors  and officers of the  Registrant  and certain other
persons against certain civil liabilities.

         Pursuant to the 1996 Stock Incentive Plan (the "Plan"),  in addition to
such other  rights of  indemnification  that they may have as  directors  of the
Company or as members of the Compensation Committee of the Board of Directors of
the Company (the "Committee"), the members of the Committee shall be indemnified
by the Company  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 the  Company)  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.

Item 8.  Exhibits

Exhibit
Number                        Description

*4.1         Specimen Stock Certificate

  4.2        Applicable  provisions of the Articles of Incorporation and Bylaws
             of the Registrant  (incorporated  by reference to Exhibits 3.1 and
             3.2  of  the  Registrant's  Registration  Statement  on  Form  S-1
             (Registration No. 333-1086))

    5        Opinion of Arnall Golden & Gregory, LLP

10.1         1996 Stock Incentive Plan

23.1         Consent of KPMG Peat Marwick LLP

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

23.3         Consent of ERNST & YOUNG Entrepreneurs

---------------------------
*  Incorporated  by  reference  to  Exhibit of same  number of the  Registrant's
Registration Statement on Form S-1 (Registration No. 333-1086).

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;

                                      II-3
(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 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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 September 21, 1998.

                  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.

PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
Name                                                 Title                              Date
/s/ John M. Cook                           Chairman of the Board, Chief            September 21, 1998
John M. Cook                               Executive Officer and Director
                                           (Principal Executive Officer)

/s/ Donald E. Ellis, Jr.                   Senior Vice President  - Finance,
Donald E. Ellis, Jr.                       Chief Financial Officer and Treasurer
                                           (Principal Financial Officer)           September 21, 1998

/s/ Michael R. Melton                      Vice President - Finance                September 21, 1998
Michael R. Melton                          (Principal Accounting Officer)

/s/ John M. Toma                           Vice Chairman and Director              September 21, 1998
------------------------------------
John M. Toma

/s/ Michael A. Lustig                      President and Director                  September 21, 1998
------------------------------------
Michael A. Lustig

                       [SIGNATURES CONTINUED ON NEXT PAGE]

                                      II-5
/s/ Stanley B. Cohen                        Director                               September 21, 1998
------------------------------------
Stanley B. Cohen

/s/ Marc S. Eisenberg                       Director                               September 21, 1998
------------------------------------
Marc S. Eisenberg

/s/ Jonathan Golden                         Director                               September 21, 1998
Jonathan Golden

/s/ Garth H. Greimann                       Director                               September 21, 1998
------------------------------------
Garth H. Greimann

/s/ Fred W. I. Lachotzki                    Director                               September 21, 1998
Fred W. I. Lachotzki

/s/ E. James Lowrey                         Director                               September 21, 1998
------------------------------------
E. James Lowery
II-6
EXHIBIT INDEX

Exhibit

*4.1              Specimen Stock Certificate

  4.2           Applicable provisions of the Articles of Incorporation and
                Bylaws of the Registrant (incorporated by reference to Exhibits
                3.1 and 3.2 of the Registrant's Registration Statement on Form
                S-1 (Registration No. 333-1086))

    5           Opinion of Arnall Golden & Gregory, LLP

10.1            1996 Stock Incentive Plan

23.1            Consent of KPMG Peat Marwick LLP

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

23.3            Consent of ERNST & YOUNG Entrepreneurs

---------------------------
*  Incorporated  by  reference  to  Exhibit of same  number of the  Registrant's
Registration Statement on Form S-1 (Registration No. 333-1086).