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): January 17, 2002


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

                        Commission File Number 000-28000

             Georgia                                    58-2213805
 (State or other jurisdiction of               (IRS Employer Identification
          incorporation)                                   No.)




          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 January 17, 2002, The Profit Recovery Group International Inc. ("PRG") issued
a press release  announcing  that it expects to issue an aggregate of 14,759,970
shares of PRG common stock in connection with its previously  announced  planned
acquisition  of  substantially  all of the assets of Howard Schultz & Associates
International,  Inc. (HS&A) and substantially all of the stock of certain of its
affiliated  foreign operating  companies.  PRG hereby  incorporates by reference
herein the  information set forth in its Press Release dated January 17, 2002, a
copy of which is attached hereto as Exhibit 99.1.

Except for the historical  information  contained in this report, the statements
made by PRG are forward looking statements that involve risks and uncertainties.
All such  statements  are  subject to the safe  harbor  created  by the  Private
Securities  Litigation  Reform Act of 1995. PRG's future  financial  performance
could differ  significantly from the expectations of management and from results
expressed or implied in the Press Release. For further information on other risk
factors, please refer to the "Risk Factors" contained in PRG's Current Report on
Form 8-K filed on December 17, 2001 with the Securities and Exchange Commission.

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 January 17, 2002



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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:  January 17, 2002            By: /s/ Allison Aden
                                      -----------------------------------------
                                       Allison Aden, Vice President - Finance
                                       (Principal Accounting Officer)







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                                  EXHIBIT INDEX



Exhibit Number      Description                               Page
--------------      -----------                               -----
99.1                Press Release dated January 17, 2002         5







                                       4



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