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)
514504.1
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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
Tony G. Mills
(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 - 1,821,860(1)
Shares Beneficially
Owned by Each (6) Shared Voting Power - 79,765(2)
Reporting Person With
(7) Sole Dispositive Power - 1,821,860(1)
(8) Shared Dispositive Power - 79,765(2)
</TABLE>
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person
1,901,625 shares(1)(2)
(10) Check if Aggregate Amount in Row (9) Excludes Certain
Shares .
(11) Percent of Class Represented by Amount in Row 9
9.9 percent(1)(2)
(12) Type of Reporting Person
IN
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CUSIP NO.743 168 106
(1) Includes 640 shares held directly. Includes 900,610 shares
held by the John M. Cook Grantor Retained Annuity Trust, of
which Mr. Mills is the sole trustee, and 900,610 shares held
by the M. Lucy Cook Grantor Retained Annuity Trust, of which
Mr. Mills is also the sole trustee. Also includes 20,000
shares subject to currently exercisable options.
(2) Includes 79,765 shares held pursuant to trusts for the benefit
of Mr. John M. Toma and certain members of his immediate
family, of which Mr. Mills is a co-trustee.
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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 Grantor Retained Annuity Trust
(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 - 900,610
Shares Beneficially
Owned by Each (6) Shared Voting Power - 0
Reporting Person With
(7) Sole Dispositive Power - 900,610
(8) Shared Dispositive Power - 0
</TABLE>
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person
900,610
(10) Check if Aggregate Amount in Row (9) Excludes Certain
Shares .
(11) Percent of Class Represented by Amount in Row 9
4.7 percent
(12) Type of Reporting Person
OO
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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
M. Lucy Cook Grantor Retained Annuity Trust
(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 - 900,610
Shares Beneficially
Owned by Each (6) Shared Voting Power - 0
Reporting Person With
(7) Sole Dispositive Power - 900,610
(8) Shared Dispositive Power - 0
</TABLE>
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person
900,610
(10) Check if Aggregate Amount in Row (9) Excludes Certain
Shares .
(11) Percent of Class Represented by Amount in Row 9
4.7 percent
(12) Type of Reporting Person
OO
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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 pages
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 pages
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 pages
(b) Percent of Class:
See item (11) of cover pages
(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 pages
(ii) shared power to vote or to direct the vote:
See item (6) of cover pages
(iii) sole power to dispose or to direct the disposition
of:
See item (7) of cover pages
(iv) shared power to dispose or to direct the
disposition of:
See item (8) of cover pages
Item 5. Ownership of Five Percent or Less of Class: [X]
This Amendment is filed to report that each of the John M.
Cook Grantor Retained Annuity Trust and the M. Lucy Cook
Grantor Retained Annuity Trust ceased to be the holder of more
than 5% of the outstanding shares of Common Stock of the
Registrant.
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
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CUSIP NO.743 168 106
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/ Tony G. Mills February 11, 1998
Tony G. Mills Date
John M. Cook Grantor
Retained Annuity Trust
By:/s/ Tony G. Mills February 11, 1998
Tony G. Mills, Trustee Date
M. Lucy Cook Grantor
Retained Annuity Trust
By:/s/ Tony G. Mills February 11, 1998
Tony G. Mills, Trustee Date
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CUSIP NO.743 168 106
EXHIBIT A
The undersigned each hereby certifies and agrees that the above
Schedule 13G concerning securities issued by The Profit Recovery Group
International, Inc. is being filed on behalf of each of the undersigned.
/s/ Tony G. Mills February 11, 1998
Tony G. Mills Date
John M. Cook Grantor
Retained Annuity Trust
By:/s/ Tony G. Mills February 11, 1998
Tony G. Mills, Trustee Date
M. Lucy Cook Grantor
Retained Annuity Trust
By:/s/ Tony G. Mills February 11, 1998
Tony G. Mills, Trustee Date
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