UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 144/A
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
ATTENTION: TRANSMIT FOR FILING 3 COPIES OF THIS FORM CONCURRENTLY WITH EITHER
PLACING AN ORDER WITH A BROKER TO EXECUTE SALE OR EXECUTING A SALE DIRECTLY WITH
A MARKET MAKER.
OMB APPROVAL
OMB Number: 3235-0101
Expires: May 31, 2000
Estimated average burden
hours per response...2.0
___________________________________
SEC USE ONLY
___________________________________
DOCUMENT SEQUENCE NO.
___________________________________
CUSIP NUMBER
___________________________________
WORK LOCATION
1(a) NAME OF ISSUER (PLEASE TYPE OR PRINT)
Profit Recovery Group International, Inc.
(b) IRS IDENT. NO.
58-2213805
(c) S.E.C. FILE NO.
000-8000
1(d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE
2300 Windy Ridge Parkway Atlanta GA 30339
e) TELEPHONE NO.
AREA CODE NUMBER
770 989-8615
2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
Michael Melton
(b) IRS IDENT. NO.
493-548-099
(c) RELATIONSHIP (TO ISSUER Director/ Officer
Employee
(d) ADDRESS STREET CITY STATE ZIP CODE
920 Magnolia Blossom Ct., Alpharetta, GA 30005
INSTRUCTION: THE PERSON FILING THIS NOTICE SHOULD CONTACT THE ISSUER TO OBTAIN
THE I.R.S. IDENTIFICATION NUMBER AND THE S.E.C. FILE NUMBER.
3(a) TITLE OF THE CLASS OF SECURITIES TO BE SOLD
(b) NAME AND ADDRESS OF EACH BROKER THROUGH WHOM THE SECURITIES ARE TO BE
OFFERED OR EACH MARKET MAKER
SEC USE ONLY BROKER-DEALER FILE NUMBER
(c) NUMBER OF SHARES OR OTHER UNITS TO BE SOLD (SEE INSTR. 3(C))
(d) AGGREGATE MARKET VALUE (SEE INSTR. 3(d))
(e) NUMBER OF SHARES OR OTHER UNITS OUTSTANDING (SEE INSTR. 3(e))
(f) APPROXIMATE DATE OF SALE (SEE INSTR. 3(f)) (MO. DAY YR.)
(g) NAME OF EACH SECURITIES EXCHANGE (SEE INSTR. 3(g))
INSTRUCTIONS:
1. (a) Name of Issuer
(b) Issuer's I.R.S. Identification Number
(c) Issuer's S.E.C. file number, if any
(d) Issuer's address, including zip code
(e) Issuer's telephone number, including area code
2. (a) Name of person for whose account the securities are to be sold
(b) Such person's I.R. identification number, if such person is an entity
(c) Such person's relationship to be issuer (e.g., officer, director, 10%
stockholder, or member of immediate family of any of the foregoing)
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are
intended to be sold
3. (a) Title of the class of securities to be sold
(b) Name and address of each broker through whom the securities are
intended to be sold
(c) Number of shares or other units to be sold (if debt securities, give
the aggregate face amount)
(d) Aggregate market value of the securities to be sold as of a specified
date within 10 days prior to the filing of this notice
(e) Number of shares or other units of the class outstanding, or if debt
securities the face amount thereof outstanding, as shown by the most recent
report or statement published by the issuer
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE
COLLECTION OF INFORMATION CONTAINED IN
THIS FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
TABLE I - SECURITIES TO BE SOLD
FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO THE ACQUISITION OF THE
SECURITIES TO BE SOLD AND WITH RESPECT TO THE PAYMENT OF ALL OR ANY PART OF THE
PURCHASE PRICE OR OTHER CONSIDERATION THEREFOR:
Title of the Class
Date you Acquired
Nature of Acquisition Transaction
Name of Person from Whom Acquired (IF GIFT, ALSO GIVE DATE DONOR ACQUIRED)
Amount of Securities Acquired
Date of Payment
Nature of Payment
INSTRUCTIONS:
1. If the securities were purchased and full payment therefor was not made in
cash at the time of purchase, explain in the table or in a note thereto the
nature of the consideration given. If the consideration consisted of any note or
other obligation, or if payment was made in installments describe the
arrangement and state when the note or other obligation was discharged in full
or the last installment paid.
2. If within two years after the acquisition of the securities the person for
whose account they are to be sold had any short positions, put or other option
to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish
full information with respect thereto.
TABLE II -- SECURITIES SOLD DURING THE PAST 3 MONTHS
FURNISH THE FOLLOWING INFORMATION AS
TO ALL SECURITIES OF THE
ISSUER SOLD DURING THE PAST
3 MONTHS BY THE PERSON FOR
WHOSE ACCOUNT THE SECURITIES
ARE TO BE SOLD.
Name and Address of Seller
Title of Securities Sold
Date of Sale
Amount of Securities Sold
Gross Proceeds
REMARKS:
** THIS NOTICE SUPERCEDES AND AMENDS THE FORM 144 FILED ON AUGUST 24,
1999 BY MICHAEL MELTON. THIS NOTICE IS INTENDED TO WITHDRAW SUCH FORM 144 FILED
ON AUGUST 24, 1999. NO SHARES AS DISCLOSED ON THE PREVIOUSLY FILED FORM 144 HAVE
BEEN SOLD OR WILL BE SOLD PURSUANT TO RULE 144.
INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144. Information is to
be given not only as to the person for whose account the securities are to be
sold but also as to all other persons included in that definition. In addition,
information shall be given as to sales by all persons whose sales are required
by paragraph (e) of Rule 144 to be aggregated with sales for the account of the
person filing this notice.
ATTENTION:
THE PERSON FOR WHOSE ACCOUNT THE SECURITIES TO WHICH THIS NOTICE RELATES ARE TO
BE SOLD HEREBY REPRESENTS BY SIGNING THIS NOTICE THAT HE DOES NOT KNOW ANY
MATERIAL ADVERSE INFORMATION IN REGARD TO THE CURRENT AND PROSPECTIVE OPERATIONS
OF THE ISSUER OF THE SECURITIES TO BE SOLD WHICH HAS NOT BEEN PUBLICLY
DISCLOSED.
October 2, 1999 /s/ Michael Melton
DATE OF NOTICE (SIGNATURE)
THE NOTICE SHALL BE SIGNED BY THE PERSON FOR
WHOSE ACCOUNT THE SECURITIES ARE TO BE
SOLD. AT LEAST ONE COPY OF THE NOTICE
SHALL BE MANUALLY SIGNED.
ANY COPIES NOT MANUALLY SIGNED SHALL BEAR TYPED OR PRINTED SIGNATURES.
ATTENTION: INTERNATIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
SEC 1147 (7-97
