SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
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CUSIP NO. 743 168 106 Page 2 of 6
(l) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Cook Family Limited Partnership
(2) Check the Appropriate Box if a Member of a Group
(a) ______.
(b) ______.
(3) SEC Use Only
(4) Citizenship or Place of Organization
Georgia
Number of (5) Sole Voting Power - 1,232,684
Shares Beneficially
Owned by Each (6) Shared Voting Power - 0
Reporting Person With
(7) Sole Dispositive Power - 1,232,684
(8) Shared Dispositive Power - 0
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,232,684 shares
(10) Check if Aggregate Amount in Row (9) Excludes Certain Shares _____.
(11) Percent of Class Represented by Amount in Row 9
5.1 percent
(12) Type of Reporting Person
PN
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CUSIP NO. 743 18 106 Page 3 of 6
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
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CUSIP NO. 743 168 106 Page 4 of 6
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:
(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
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CUSIP NO.743 168 106 Page 5 of 6
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 Page 6 of 6
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.
Cook Family Limited Partnership
/s/ John M. Cook February 8, 1999
- -------------------------------------------- ----------------
By: John M. Cook, General Partner Date
796396.1
