THE PROFIT RECOVERY INTERNATIONAL ADOPTS SHAREHOLDER RIGHTS PLAN

     ATLANTA,   August  2  /   PRNewswire  /  --

     The Profit  Recovery Group  International,  Inc.  (Nasdaq:  PRGX) announced
today  that its board of  directors  has  adopted  a  shareholder  rights  plan,
designed  to protect  Company  shareholders  from  coercive  or unfair  takeover
techniques.

     Terms of the plan  provide  for a  dividend  of one  right  to  purchase  a
fraction of a share of a newly created class of preferred  stock.  This dividend
was declared for each share of common stock outstanding at the close of business
on August  14,  2000.  The  rights,  which  expire on August  14,  2010,  may be
exercised only if certain  conditions are met, such as the  acquisition  (or the
announcement  of a tender  offer the  consummation  of which would result in the
acquisition)  of 15  percent  or more of  PRG's  common  stock  by a  person  or
affiliated group. Issuance of the rights does not in any way affect the finances
of the Company,  interfere  with the Company's  operations or business  plans or
affect  earnings  per share.  The  dividend is not taxable to the Company or its
shareholders  and does not change the way in which the  Company's  shares may be
traded.

     "The board of directors  believes  that the rights plan  represents a sound
and   reasonable   means  of   safeguarding   the  interests  of  the  Company's
shareholders," said John Cook, Chairman and Chief Executive Officer.  "While the
Company as a matter of policy  does not comment on the  existence  or absence of
takeover  proposals,  the plan was adopted  only for  precautionary  purposes to
protect the rights of  shareholders  and not in  response to any known  takeover
proposal."

     Cook noted that the  rights  plan is similar to those  adopted by more than
2,000 other companies,  and that the details of the new plan will be outlined in
the company's  form 8-K filing with the SEC, as well as a letter to be mailed on
August 28, 2000 to stockholders of record as of August 14, 2000.

     Concurrently  with adopting the plan,  the Board of Directors  also amended
the Company's  Bylaws to, among other things,  require  compliance  with certain
procedures for shareholder  proposals  including a requirement  that notice from
shareholders  of Board  nominees or other  business to be conducted at an annual
meeting  must be given  to the  Company  at least 90 and not more  than 120 days
prior to the anniversary of the previous year's annual meeting.

     Headquartered  in Atlanta,  Ga., The Profit  Recovery Group  International,
Inc.  (PRG) is the  leading  worldwide  provider  of  recovery  audit  and cost-
containment  services.  PRG's over 3,000 employees in 43 countries  provide more
than 12,000 clients with insightful  value to optimize and expertly manage their
business  transactions.  For  additional  information  visit  our  web  site  at
http://www.prgx.com.