8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): November 15, 2001


                            THE PROFIT RECOVERY GROUP
                               INTERNATIONAL, INC.
               (Exact name of registrant as specified in charter)

                        Commission File Number 000-28000

               Georgia                                    58-221380
  (State or other jurisdiction of             (IRS Employer Identification No.)
            incorporation)




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



        Registrant's telephone number including area code (770) 779-3900





          (Former name or former address, if changed since last report)
                                       N/A












Item 5.  Other Events.

     On November 15, 2001, The Profit Recovery Group International, Inc. ("PRG")
issued a press release  announcing its proposed  private offering of convertible
subordinated  notes. PRG hereby incorporates by reference herein the information
set forth in its Press  Release  dated  November  15,  2001,  a copy of which is
attached hereto as Exhibit 99.1

Item 7.  Financial Statements and Exhibits.

        (a)      Financial Statements.

                 Not applicable.

        (b)      Pro Forma Financial Information.

                 Not applicable.

        (c)      Exhibits.


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

                   99.1          --      Press Release dated November 15, 2001





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                                    SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                               THE PROFIT RECOVERY GROUP
                               INTERNATIONAL, INC.



Date:  November 15, 2001       By: /s/ Clinton McKellar, Jr.
                                   --------------------------------------
                                   Clinton McKellar, Jr., Senior
                                   Vice President, General Counsel and Secretary








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EX-99.1

                                                                    Exhibit 99.1




NEWS RELEASE
FOR IMMEDIATE RELEASE




   THE PROFIT RECOVERY GROUP INTERNATIONAL ANNOUNCES CONVERTIBLE DEBT OFFERING


ATLANTA,  NOVEMBER  15, 2001 - The Profit  Recovery  Group  International,  Inc.
(Nasdaq:  PRGX) today announced that it intends to offer,  subject to market and
other conditions,  $75 million of convertible  subordinated  notes due 2006 in a
private  placement.  The  notes  will  have a term of  five  years  and  will be
convertible  into the Company's  common stock at the option of the holder,  at a
price to be  determined  that will be at a premium  to the  market  price of the
Company's  common  stock on the date of issuance of the notes.  The  offering is
expected  to  close in  November  2001.  The  Company  may  also  issue up to an
additional $11.25 million of notes to cover  over-allotments  in connection with
the offering.  The Company intends to use the net proceeds to repay a portion of
the outstanding bank borrowings under the Company's bank credit facility.

The notes and the common stock issuable upon conversion have not been registered
under the Securities  Act of 1933, as amended,  or applicable  state  securities
laws, and are being offered only to qualified  institutional  buyers in reliance
on Rule 144A  under the  Securities  Act.  Unless so  registered,  the notes and
common stock issued upon  conversion  of the notes may not be offered or sold in
the  United  States  except  pursuant  to an  exemption  from  the  registration
requirements of the Securities Act and applicable state securities laws.

This  announcement is neither an offer to sell nor a solicitation of an offer to
buy any of these securities.  This press release is being issued pursuant to and
in accordance with Rule 135c under the Securities Act of 1933, as amended.




                                     -MORE-




About The Profit Recovery Group  International,  Inc.
Headquartered in Atlanta, The Profit Recovery Group International, Inc. (PRG) is
one  of  the  world's  leading  providers  of  recovery  audit  services.  PRG's
continuing  operations  employ  approximately  2,500  employees  in 34 countries
providing more than 2,500 clients with insightful value to optimize and expertly
manage  their  business  transactions.  PRG's  clients  represent  a variety  of
industries   including   retailing,   wholesale   distribution,   manufacturing,
government,  high-tech and healthcare organizations. PRG was founded in 1990 and
became a publicly-traded company in 1996. Shares of PRG are traded on the NASDAQ
National Market under the symbol PRGX. For additional  information visit our web
site at www.prgx.com.



                                      # # #

Contacts:
          Shareholder Contact:                       Media & Client Contact:
          Leslie H. Kratcoski                        Michelle B. Duncan
          Investor Relations                         Corporate Communications
          (770) 779-3099                             (770) 779-3295




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