As filed with the Securities and Exchange Commission on July 8, 1997

                                                    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. Employee Stock Purchase 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) 955-3815                               Atlanta, Georgia 30309-3450
(Telephone number, including area code, of              (404) 873-8688
      agent for service)
<TABLE>
<CAPTION>


                                          CALCULATION OF REGISTRATION FEE

==============================================================================================================================
<S>                         <C>                 <C>                        <C>                        <C>   
                                                Proposed Maximum           Proposed Maximum
Title of Securities to be   Amount to be        Offering Price Per Share   Aggregate Offering Price   Amount of
Registered                  Registered          (1)                        (1)                        Registration Fee (1)
------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par         750,000                 $14.13                   $10,597,500                $3,211.36
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
         June 30, 1997 as quoted on The Nasdaq Stock Market.


443029.2

<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 for the year ended
                  December 31, 1996;

         (2)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 1997; and

         (3)      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.  As of the date  hereof,
attorneys  with Arnall  Golden &  Gregory,LLP  beneficially  own an aggregate of
approximately 1,100,000 shares of the registrant's Common Stock.

Item 6.  Indemnification of Directors and Officers

         Article  8 of  the  Company's  Articles  of  Incorporation  eliminates,
subject to certain  exceptions,  the  personal  liability  of  directors  to the
Company or its shareholders for monetary damages for breaches of such directors'
duty of care or other duties as a director.  The Articles do not provide for the
elimination of or any limitation on the personal liability of a director for (i)
any  appropriation,  in  violation  of the  director's  duties,  of any business
opportunity  of the  Company,  (ii) acts or omissions  that involve  intentional
misconduct   or  a  knowing   violation  of  law,   (iii)   unlawful   corporate
distributions;  or (iv) any  transaction  from which the  director  received  an
improper  benefit.  In addition,  Article VII of the Company's  Bylaws  provides
broad  indemnification  rights to directors and officers so long as the director
or officer  acted in a manner  believed in good faith to be in or not opposed to
the best interests of the Company, and with respect to criminal proceedings,  if
the director had no reasonable cause to believe his or her conduct was unlawful.
The personal  liability of directors  for  monetary  damages for  violations  of
federal securities laws is not affected by these provisions.  The Registrant may
also provide advances of expenses incurred by a director or officer in defending
any such action, suit or proceeding upon receipt of (i) a written affirmation of
such officer or director that he or she has met certain standards of conduct and
that his or her conduct does not constitute  certain  identified  behavior,  and
(ii) a written  undertaking by or on behalf of such officer or director to repay
such advances if it is ultimately  determined  that he or she is not entitled to
indemnification  by the Registrant.  These provisions of the Articles and Bylaws
will limit the remedies  available to a shareholder who is  dissatisfied  with a
Board decision protected by these provisions, and such shareholder's only remedy
in that  circumstance  may be to bring a suit to prevent the Board's action.  In
many situations, this remedy may not be

                                      II-1

<PAGE>



effective,  as, for example,  when  shareholders  have no prior awareness of the
Board's consideration of the particular transaction or event.

         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 certain of
its  directors  and  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.

Item 8.  Exhibits

Exhibit
Number            Description
-------           -----------

*4.1            Specimen Stock Certificate

5               Opinion of Arnall Golden & Gregory, LLP

23.1            Consent of KPMG Peat Marwick LLP

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

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


                                      II-2

<PAGE>





Item 9.  Undertakings

         A.       Rule 415 Offering.

         The undersigned Registrant hereby undertakes:

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

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

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

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

              Provided,  however,  that paragraph (a)(1)(i) and (a)(1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 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-3

<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 June 30, 1997.


                                             THE PROFIT RECOVERY GROUP
                                             INTERNATIONAL, INC.


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


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                    Director, Chairman of the Board, Chief      June 30, 1997
----------------------------        Executive Officer and President
John M. Cook                        (Principal Executive Officer)
                          
/s/ Donald E. Ellis, Jr.            Senior Vice President, Chief Financial      June 30, 1997
----------------------------        Officer and Treasurer
Donald E. Ellis, Jr.                (Principal Financial Officer)
                        

/s/ Michael Melton                  Vice President-Finance                      June 30, 1997
----------------------------        (Principal Accounting Officer)                       
Michael Melton                      


/s/ John M. Toma                    Executive Vice President -                  June 30, 1997
----------------------------        Administration and Director
John M. Toma                                


/s/ Stanley B. Cohen                Director                                    June 30, 1997
----------------------------
Stanley B. Cohen



                                                      II-4

<PAGE>





/s/ Jonathan Golden                 Director                                    July 1, 1997
----------------------------                                                                   
Jonathan Golden

                                    Director                                    July __, 1997
----------------------------        
Garth H. Greimann

                                    Director                                    July __, 1997
----------------------------        
Fred W. I. Lachotzki

                                    Director                                    July __, 1997
----------------------------       
E. James Lowrey

</TABLE>


                                                      II-5

<PAGE>



                                  EXHIBIT INDEX



Exhibit


*4.1          Specimen Stock Certificate

5             Opinion of Arnall Golden & Gregory, LLP

23.1          Consent of KPMG Peat Marwick LLP

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


---------------------------

*  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": 21210}]
{"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": "333-30885", "film-number": "97637399"}, "business-address": {"street1": "2300 WINDY RIDGE PARKWAY", "street2": "STE 100 NORTH", "city": "ATLANTA", "state": "GA", "zip": "30339-8426", "phone": "7709553815"}, "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 July 8, 1997

                                                    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. Employee Stock Purchase 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) 955-3815                               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         750,000                 $14.13                   $10,597,500                $3,211.36
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
         June 30, 1997 as quoted on The Nasdaq Stock Market.

443029.2
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 for the year ended
                  December 31, 1996;

         (2)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 1997; and

         (3)      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.  As of the date  hereof,
attorneys  with Arnall  Golden &  Gregory,LLP  beneficially  own an aggregate of
approximately 1,100,000 shares of the registrant's Common Stock.

Item 6.  Indemnification of Directors and Officers

         Article  8 of  the  Company's  Articles  of  Incorporation  eliminates,
subject to certain  exceptions,  the  personal  liability  of  directors  to the
Company or its shareholders for monetary damages for breaches of such directors'
duty of care or other duties as a director.  The Articles do not provide for the
elimination of or any limitation on the personal liability of a director for (i)
any  appropriation,  in  violation  of the  director's  duties,  of any business
opportunity  of the  Company,  (ii) acts or omissions  that involve  intentional
misconduct   or  a  knowing   violation  of  law,   (iii)   unlawful   corporate
distributions;  or (iv) any  transaction  from which the  director  received  an
improper  benefit.  In addition,  Article VII of the Company's  Bylaws  provides
broad  indemnification  rights to directors and officers so long as the director
or officer  acted in a manner  believed in good faith to be in or not opposed to
the best interests of the Company, and with respect to criminal proceedings,  if
the director had no reasonable cause to believe his or her conduct was unlawful.
The personal  liability of directors  for  monetary  damages for  violations  of
federal securities laws is not affected by these provisions.  The Registrant may
also provide advances of expenses incurred by a director or officer in defending
any such action, suit or proceeding upon receipt of (i) a written affirmation of
such officer or director that he or she has met certain standards of conduct and
that his or her conduct does not constitute  certain  identified  behavior,  and
(ii) a written  undertaking by or on behalf of such officer or director to repay
such advances if it is ultimately  determined  that he or she is not entitled to
indemnification  by the Registrant.  These provisions of the Articles and Bylaws
will limit the remedies  available to a shareholder who is  dissatisfied  with a
Board decision protected by these provisions, and such shareholder's only remedy
in that  circumstance  may be to bring a suit to prevent the Board's action.  In
many situations, this remedy may not be

                                      II-1
effective,  as, for example,  when  shareholders  have no prior awareness of the
Board's consideration of the particular transaction or event.

         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 certain of
its  directors  and  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.

Item 8.  Exhibits

Exhibit
Number            Description
-------           -----------

*4.1            Specimen Stock Certificate

5               Opinion of Arnall Golden & Gregory, LLP

23.1            Consent of KPMG Peat Marwick LLP

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

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

                                      II-2
Item 9.  Undertakings

         A.       Rule 415 Offering.

         The undersigned Registrant hereby undertakes:

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

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

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

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

              Provided,  however,  that paragraph (a)(1)(i) and (a)(1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 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-3
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 June 30, 1997.

                                             THE PROFIT RECOVERY GROUP
                                             INTERNATIONAL, INC.

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

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                    Director, Chairman of the Board, Chief      June 30, 1997
----------------------------        Executive Officer and President
John M. Cook                        (Principal Executive Officer)
                          
/s/ Donald E. Ellis, Jr.            Senior Vice President, Chief Financial      June 30, 1997
----------------------------        Officer and Treasurer
Donald E. Ellis, Jr.                (Principal Financial Officer)
                        

/s/ Michael Melton                  Vice President-Finance                      June 30, 1997
----------------------------        (Principal Accounting Officer)                       
Michael Melton                      

/s/ John M. Toma                    Executive Vice President -                  June 30, 1997
----------------------------        Administration and Director
John M. Toma                                

/s/ Stanley B. Cohen                Director                                    June 30, 1997
----------------------------
Stanley B. Cohen

                                                      II-4
/s/ Jonathan Golden                 Director                                    July 1, 1997
----------------------------                                                                   
Jonathan Golden

                                    Director                                    July __, 1997
----------------------------        
Garth H. Greimann

                                    Director                                    July __, 1997
----------------------------        
Fred W. I. Lachotzki

                                    Director                                    July __, 1997
----------------------------       
E. James Lowrey
II-5
EXHIBIT INDEX

Exhibit

*4.1          Specimen Stock Certificate

5             Opinion of Arnall Golden & Gregory, LLP

23.1          Consent of KPMG Peat Marwick LLP

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

---------------------------

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