SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
The Profit Recovery Group International, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title and Class of Securities)
743 168 106
(CUSIP Number)
514503.1
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CUSIP NO.743 168 106
(l) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
John M. Cook
(2) Check the Appropriate Box if a Member of a Group
(a) .
(b) .
(3) SEC Use Only
(4) Citizenship or Place of Organization
United States
<TABLE>
<CAPTION>
<S> <C> <C>
Number of (5) Sole Voting Power - 5,248,423(1)
Shares Beneficially
Owned by Each (6) Shared Voting Power - 153,430(2)
Reporting Person With
(7) Sole Dispositive Power -5,248,423(1)
(8) Shared Dispositive Power -153,430(2)
</TABLE>
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person
5,401,853 shares(1)(2)
(10) Check if Aggregate Amount in Row (9) Excludes Certain
Shares X .
(11) Percent of Class Represented by Amount in Row 9
28.0 percent(1)(2)
(12) Type of Reporting Person
IN
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CUSIP NO.743 168 106
(1) Includes 3,471,033 shares of Common Stock owned directly and
1,732,684 shares held by the Cook Family Limited Partnership,
of which Mr. Cook is the General Partner. Excludes 900,610
shares held by the John M. Cook Grantor Retained Annuity
Trust, of which Mr. Cook is the sole beneficiary. Also
includes 44,706 shares subject to currently exercisable
options.
(2) Includes 16,750 shares held by Mr. Cook's spouse. Includes 134,000
shares owned by Cook Family Foundation, Inc., of which Mr. Cook, his
spouse and members of his immediate family are the directors, and 2,680
shares held by the Mary Caitlin Cook Trust, of which Mr. Cook and his
spouse are the trustees. Excludes 900,610 shares held by the M. Lucy
Cook Grantor Retained Annuity Trust, of which the spouse of Mr. Cook is
the sole beneficiary.
514503.1
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CUSIP NO.743 168 106
Item l(a). Name of Issuer:
The Profit Recovery Group International, Inc.
Item l(b). Address of Issuer's Principal Executive Offices:
2300 Windy Ridge Parkway, NW
Suite 100, North
Atlanta, Georgia 30339-8426
Item 2(a). Name of Person Filing:
See item (l) of the cover page
Item 2(b). Address of Principal Business Office:
2300 Windy Ridge Parkway, NW
Suite 100, North
Atlanta, Georgia 30339-8426
Item 2(c). Citizenship:
See item (4) of cover page
Item 2(d). Title of Class of Securities:
Common Stock, No Par Value Per Share
Item 2(e). CUSIP Number:
743 168 106
Item 3. Nature of Person Filing:
Not applicable
Item 4. Ownership:
(a) Amount Beneficially Owned:
See item (9) of cover page
(b) Percent of Class:
See item (11) of cover page
(c) Number of shares as to which such person has:
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CUSIP NO.743 168 106
(i) sole power to vote or to direct the vote:
See item (5) of cover page
(ii) shared power to vote or to direct the vote:
See item (6) of cover page
(iii) sole power to dispose or to direct the disposition
of:
See item (7) of cover page
(iv) shared power to dispose or to direct the
disposition of:
See item (8) of cover page
Item 5. Ownership of Five Percent or Less of Class:
[ ]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company:
Not applicable
Item 8. Identification and Classification of Members of the
Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
Not applicable
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CUSIP NO.743 168 106
Signature.
After reasonable inquiry the undersigned certifies that to the best of
his knowledge and belief the information set forth in this statement is true,
complete and correct.
/s/ John M. Cook February 11, 1998
John M. Cook Date
514503.1
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