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): July 14, 1997


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




             Georgia                    0-28000                  58-2213805
(State or other jurisdiction  (Commission File Number)          (IRS Employer 
          of incorporation)                                  Identification 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) 955-3815





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












ITEM 5.  OTHER EVENTS.


         On July  14,  1997,  the  Registrant  issued  a press  release  ("Press
Release")  announcing  its results of operations  for the quarter ended June 30,
1997. The Registrant hereby incorporates by reference herein the information set
forth in its Press  Release  dated  July 14,  1997,  a copy of which is  annexed
hereto as Exhibit 99.

     Except  for  the  historical  information  contained  in this  report,  the
statements  made by the Registrant 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.  The
Registrant's  future financial  performance could differ  significantly from the
expectations  of management  and from results  expressed or implied in the Press
Release. For example, the Company may not continue to grow earnings and revenues
significantly while also achieving  additional  reductions in the number of days
revenue in accounts receivable.  For further information on these and other risk
factors, please refer to the "Risk Factors" section of the Registrant's Form S-3
filed on July 22, 1997.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial Statements.

         Not applicable.

         (b)      Pro Forma Financial Information.

         Not applicable.

         (c)      Exhibits.

Exhibit
Number                                        Description
- -------                                       -----------
99                                  Press Release dated July 14, 1997



458073.1


                                       -1-





                                   SIGNATURES


         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:  July 29, 1997                   By: /s/  Donald E. Ellis, Jr.
                                          -------------------------------------
                                                Donald E. Ellis, Jr., Senior
                                                Vice President, Chief Financial
                                                Officer and Treasurer





458073.1


                                       -2-





                                  EXHIBIT INDEX




Exhibit
Number                                 Description
- -------                               -------------  
99                            Press Release dated July 14, 1997



458073.1