##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to   Commission File Number:
  PRA INTERNATIONAL
 (Exact name of Registrant as
    Specified in Its Charter)
  Delaware(State or Other
    Jurisdiction of
    Incorporation)

54-2040171(I.R.S. Employer
    Identification No.)    12120
    Sunset Hills Road
    Suite 600
    Reston, Virginia 20190 (Address
    of principal executive offices)
   (703) 464-6300 (Registrants
    telephone number, including area code)
      þ o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ




---



##### 



INDEX
  
  PagePart I
    Financial InformationItem 1.

Financial
    Statements


3Consolidated
    Condensed Balance Sheets as of December 31, 2005 and
    June 30, 2006 (unaudited)


3Consolidated
    Condensed Statements of Operations (unaudited) for the Three and
    Six Months Ended June 30, 2005 and 2006
    (unaudited)


4Consolidated
    Condensed Statement of Changes in Stockholders Equity and
    Other Comprehensive Income as of June 30, 2006


5Consolidated
    Condensed Statements of Cash Flows (unaudited) for the Six
    Months Ended June 30, 2005 and 2006


6Notes to Condensed
    Consolidated Financial Statements


7Item 2.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


15Item 3.

Quantitative and
    Qualitative Disclosures About Market Risk


26Item 4.

Controls and
    Procedures


27Part II
    Other InformationItem 1.

Legal
    Proceeding.


28Item 1A.

Risk
    Factors


28Item 3.

Unregistered Sales
    of Equity Securities and Use of Proceeds


28Item 4.

Submission of
    Matters to a Vote of Security Holders


29Item 6.

Exhibits


29   2




---



##### 



PART I
    FINANCIAL INFORMATION  ITEM 1.
    FINANCIAL
    STATEMENTS  PRA
    INTERNATIONAL AND SUBSIDIARIES
 CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands, except per share amounts) December 31,


June 30,2005


2006(Unaudited)ASSETSCurrent assetsCash and cash equivalents

$
73,640


$
86,066Accounts receivable and unbilled
    services, net


85,426



90,243Prepaid expenses and other current
    assets


8,678



12,395Deferred tax assets


663



4,116Total current assets


168,407



192,820Fixed assets, net


26,906



25,595Goodwill


106,748



108,248Other intangibles, net of
    accumulated amortization of $6,307 and $6,851 as of and
    December 31, 2005 and June 30, 2006, respectively


24,530



24,158Other assets


2,773



2,074Total assets

$
329,364


$
352,895LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable

$
21,640


$
14,959Accrued expenses and other current
    liabilities


34,574



28,473Income taxes payable


7,782



9,716Advance billings


62,651



77,296Total current liabilities


126,647



130,444Deferred tax liability


7,499



7,418Other liabilities


6,352



5,150Total liabilities


140,498



143,012Stockholders equityCommon stock $0.01 par value;
    36,000,000 shares authorized as of December 31, 2005
    and June 30, 2006; 22,915,896 and 23,177,404 shares
    issued and outstanding as of December 31, 2005 and
    June 30, 2006, respectively


229



232Treasury stock


(93
)


(93
)Additional paid-in
    capital  common stock


130,338



135,913Accumulated other comprehensive
    income


3,515



6,013Retained earnings


54,877



67,818Total stockholders equity


188,866



209,883Total liabilities and
    stockholders equity

$
329,364


$
352,895    3




---



##### 



PRA
    INTERNATIONAL AND SUBSIDIARIES
 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts) Three Months Ended


Six Months EndedJune 30,


June 30,2005


2006


2005


2006RevenueService revenue

$
76,031


$
70,089


$
149,624


$
139,293Reimbursement revenue


9,124



9,357



16,983



16,709Total revenue


85,155



79,446



166,607



156,002Operating expensesDirect costs


34,159



36,566



69,436



71,741Reimbursable
    out-of-pocket
    costs


9,124



9,357



16,983



16,709Selling, general, and
    administrative


25,290



23,847



49,671



46,872Depreciation and amortization


2,847



2,651



5,623



5,077Income from operations


13,735



7,025



24,894



15,603Interest expense


(57
)


(172
)


(217
)


(294
)Interest income


599



575



848



1,031Other expense


(468
)


(485
)


(494
)


(454
)Income before income taxes


13,809



6,943



25,031



15,886Provision for income taxes


5,254



108



9,518



2,945Net income

$
8,555


$
6,835


$
15,513


$
12,941Net income per shareBasic

$
0.38


$
0.30


$
0.69


$
0.56Diluted

$
0.35


$
0.28


$
0.63


$
0.53Weighted average number of
    common shares outstandingBasic


22,392



23,162



22,379



23,065Diluted


24,624



24,578



24,597



24,488    4




---



##### 



CONSOLIDATED
    CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS
    EQUITY AND OTHER COMPREHENSIVE INCOME

(Unaudited)

(In thousands) AdditionalPaid-in


Accumulated


RetainedCapital


Other


Earnings/





OtherCommon Stock


Treasury Stock


Common


Comprehensive


(Accumulated





ComprehensiveShares


Amount


Shares


Amount


Stock


Income/(Loss)


Deficit)


Total


IncomeBalance as of December 31, 2005


22,915,896


$
229



14,216


$
(93
)

$
130,338


$
3,515


$
54,877


$
188,866Exercise of common stock options


247,392



3











1,978











1,981Shares issued in connection with
    prior acquisition


14,116















175











175Stock option tax benefit


















1,490











1,490Stock-based compensation expense


















1,932











1,932Net income


























12,941



12,941


$
12,941Other comprehensive incomeForeign currency translation
    adjustment, net of tax






















1,603







1,603



1,603Fair market value adjustment on
    cash flow hedge, net of tax






















895







895



895Comprehensive income

































$
15,439Balance as of June 30, 2006
    (unaudited)


23,177,404


$
232



14,216


$
(93
)

$
135,913


$
6,013


$
67,818


$
209,883    5




---



##### 



PRA
    INTERNATIONAL AND SUBSIDIARIES
  CONSOLIDATED CONDENSED STATEMENTS OF CASH
    FLOWS
 (Unaudited)
 (In thousands)
  Six Months EndedJune 30,2005


2006Cash flow from operating
    activitiesNet income

$
15,513


$
12,941Adjustments to reconcile net
    income to net cash provided by (used in) operating activities:Depreciation and amortization


5,623



5,077Stock-based compensation






1,932Provision for doubtful receivables


173



(6
)Provision for deferred income taxes


(1,485
)


(2,889
)Excess tax benefits from
    share-based compensation






(1,490
)Changes in assets and liabilities:Accounts receivable and unbilled
    services


10,844



(2,830
)Prepaid expenses and other assets


(1,812
)


(2,312
)Accounts payable and accrued
    expenses


1,135



(15,060
)Income taxes


(4,684
)


3,238Advance billings


(36,224
)


12,665Net cash (used in) provided by
    operating activities


(10,917
)


11,266Cash flow from investing
    activitiesPurchase of fixed assets


(4,005
)


(2,976
)Disposal of fixed assets






89Purchase of marketable securities


(22,375
)


Cash paid for acquisitions, net of
    cash acquired


(7,297
)


(404
)Proceeds from marketable securities


46,875



Net cash provided by (used in)
    investing activities


13,198



(3,291
)Cash flow from financing
    activitiesRepayment of debt and capital
    leases


(100
)


(42
)Issuance costs related to public
    offerings


(620
)


Excess tax benefits from
    share-based compensation






1,490Proceeds from stock option
    exercises


618



1,981Net cash (used in) provided by
    financing activities


(102
)


3,429Effect of exchange rate on cash
    and cash equivalents


174



1,022Increase in cash and cash
    equivalents


2,353



12,426Cash and cash equivalents at
    beginning of period


65,888



73,640Cash and cash equivalents at end
    of period

$
68,241


$
86,066Supplemental disclosure of cash
    flow informationCash paid for taxes

$
15,756


$
2,823Cash paid for interest

$
142


$
74    6




---



##### 



PRA
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  (1)
    Basis of
    Preparation  Form 10-Q Regulation S-X. Form 10-K
  (2)
    Significant
    Accounting Policies  Principles
    of Consolidation
    Use of
    Estimates
    Unbilled
    Services
    Fair
    Value of Financial Instruments
    Goodwill
    and Other Intangibles
   7




---



##### 



PRA
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL
    STATEMENTS  (Continued)
    Advance
    Billings
    Revenue
    Recognition
        Reimbursement
    Revenue and Reimbursable
    Out-of-Pocket
    Costs
  out-of-pocket out-of-pocket out-of-pocket
    Significant
    Customers
    Three Months Ended


Six Months EndedJune 30,


June 30,2005


2006


2005


2006Customer A


14
%


*



14
%


*Customer B


10
%


11
%


*



10
%Customer C


*



*



11
%


*Customer D


*



12
%


*



10
%     *
    
    Less than 10% of consolidated service revenues in the respective
    period. 8




---



##### 



PRA
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL
    STATEMENTS  (Continued)
     Concentration
    of Credit Risk 
    December 31,


June 30,2005


2006Customer A


16
%


18
%Customer C


11
%


*     *
    
    Less than 10% of consolidated accounts receivable and unbilled
    services as of the end of each period.    Foreign
    Currency Translation
    Comprehensive
    Income (Loss)
    Income
    Taxes
    Stock-Based
    Compensation
   9




---



##### 



PRA
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL
    STATEMENTS  (Continued)
      Stock
    Options
      For the Six Months EndedJune 30,2005


2006Dividend yield


0
%


0
%Expected volatility


39.90
%


48.81
%Risk-free interest rate


3.66
%


4.49
%Expected terms in years


5



6.5     For the SixMonths EndedJune 30,2005


2006($ In thousands, except per share data)Weighted-average fair value of
    options granted per share

$
9.87


$
14.05Intrinsic value of options
    exercised

$
2,369


$
4,417Cash received from options
    exercised

$
618


$
1,981Actual tax benefit realized for
    tax deductions from option exercises

$



$
1,490  10




---



##### 



PRA
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL
    STATEMENTS  (Continued)
     Weighted AverageRemaining


AggregateWtd. Average


Contractual


IntrinsicOptions


Exercise Price


Life


Value(Millions)Outstanding December 31, 2005


3,149,373


$
11.60Granted


716,250



25.85Exercised


(247,392
)


8.01Expired/forfeited


(25,475
)


24.01Outstanding June 30, 2006


3,592,756


$
14.60



6.3


$
32Exercisable at June 30, 2006


1,649,254


$
6.39



5.5


$
26   Accounting for Stock Issued to Employees
  For the Three


For the SixMonths Ended


Months EndedJune 30, 2005


June 30, 2005Net income, as reported

$
8,555


$
15,513Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards, net of tax


(351
)


(669
)SFAS No. 123 pro forma
    net income

$
8,204


$
14,844Basic net income per share, as
    reported

$
0.38


$
0.69Basic net income per share, pro
    forma

$
0.37


$
0.66Diluted net income per share, as
    reported

$
0.35


$
0.63Diluted net income per share, pro
    forma

$
0.33


$
0.60   Net
    income per share
     11




---



##### 



PRA
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL
    STATEMENTS  (Continued)
   Recent
    Accounting Pronouncements
  Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109, Accounting for Income Taxes
  (3)
    Accounts
    receivable and unbilled services    December 31,


June 30,2005


2006Accounts receivable

$
45,933


$
56,915Unbilled services


44,189



38,02490,122



94,939Less: Allowance for doubtful
    accounts


(4,696
)


(4,696
)$
85,426


$
90,243   (4)
    Goodwill
    and Other Intangibles    Carrying amount as of
    December 31, 2005

$
106,748Acquisitions


477Foreign currency exchange rate
    changes


1,023Carrying amount as of
    June 30, 2006

$
108,248     As of December 31,


As of June 30,Weighted


2005


2006Average


Gross





Net


Gross





NetAmortization


Carrying


Accumulated


Carrying


Carrying


Accumulated


CarryingPeriod


Amount


Amortization


Amount


Amount


Amortization


Amount(In Years)Non-compete and other agreements


2


$
2,504


$
2,413


$
91


$
2,554


$
2,519


$
35Customer relationships


10



8,492



3,420



5,072



8,541



3,858



4,683Trade names


Indefinite



19,841



474



19,367



19,914



474



19,440$
30,837


$
6,307


$
24,530


$
31,009


$
6,851


$
24,158  12




---



##### 



PRA
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL
    STATEMENTS  (Continued)
     (In thousands)2006 (remaining 6 months)

$
4502007


8692008


8542009


8542010 and thereafter


1,692$
4,719   (5)
    Accounting
    for Derivative Instruments and Hedging Activities    (6)
    Commitments
    and Contingencies  Legal
    Proceedings
    (7)
    Related-Party
    Transactions   13




---



##### 



PRA
    INTERNATIONAL AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED CONDENSED FINANCIAL
    STATEMENTS  (Continued)
   (8)
    Segment
    Reporting  Operations by Geographic Area    Three Months Ended


Six Months EndedJune 30,


June 30,2005


2006


2005


2006Service revenueNorth America

$
50,628


$
45,278


$
100,890


$
93,582Europe


22,898



22,721



44,312



41,902Other


2,505



2,090



4,422



3,809$
76,031


$
70,089


$
149,624


$
139,293   December 31,


June 30,2005


2006Long-lived assetsNorth America

$
143,298


$
141,003Europe


16,448



17,859Other


1,211



1,213$
160,957


$
160,075   (9)
    Subsequent
    Event   14




---



##### 



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Overview
             15




---



##### 



Service
    Revenue
      Reimbursement
    Revenue and Reimbursable
    Out-of-Pocket
    Costs
  out-of-pocket out-of-pocket out-of-pocket out-of-pocket and/or
  Direct
    Costs
    Selling,
    General, and Administrative Expenses
    Depreciation
    and Amortization
    Income
    Taxes
   16




---



##### 



Exchange
    Rate Fluctuations
    June 30,


December 31,


June 30,2005


2005


2006U.S. Dollars per:Euro


1.24



1.24



1.24Pound Sterling


1.85



1.81



1.80Canadian Dollar


0.80



0.83



0.88   Results
    of Operations
      Year Ended December 31,


Six Months Ended June 30,2003


2004


2005


2005


2006Service revenue


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%Direct costs


51.1



48.3



46.3



46.4



51.5Selling, general, and
    administrative


32.5



32.5



32.5



33.2



33.6Depreciation and amortization


3.6



3.5



3.8



3.7



3.6Management fee


0.3



0.3











Option repurchase






1.3











Vested option bonus






0.9











Income from operations


12.5



13.1



17.4



16.6



11.2Interest expense


(2.9
)


(1.4
)


(0.2
)


(0.1
)


(0.2
)Interest income


0.1



0.1



0.6



0.6



0.7Other income (expenses), net


(1.6
)


0.0



(0.4
)


(0.3
)


(0.3
)Income before income taxes


8.1



11.8



17.4



16.7



11.4Provision for income taxes


2.8



4.3



6.4



6.4



2.1Net income


5.3
%


7.5
%


10.9
%


10.4
%


9.3
%  17




---



##### 



Selected
    Consolidated Financial Data
  Form 10-K
  Year Ended December 31,


Six Months Ended June 30,2003


2004


2005


2005


2006(Unaudited)


(Unaudited)RevenueService revenue

$
247,888


$
277,479


$
294,739


$
149,624


$
139,293Reimbursement revenue


42,109



30,165



31,505



16,983



16,709Total revenue

$
289,997


$
307,644


$
326,244


$
166,607


$
156,002Operating expensesDirect costs


126,501



134,067



136,572



69,436



71,741Reimbursable
    out-of-pocket
    costs


42,109



30,165



31,505



16,983



16,709Selling, general, and
    administrative


80,585



90,139



95,827



49,671



46,872Depreciation and amortization


8,967



9,691



11,156



5,623



5,077Management fee


800



704











Option repurchase(1)






3,713











Vested option bonus(1)






2,738











Income from operations


31,035



36,427



51,184



24,894



15,603Interest income (expense), net


(6,856
)


(3,643
)


1,181



631



737Other income (expenses), net


(4,023
)


(38
)


(1,137
)


(494
)


(454
)Income before income taxes


20,156



32,746



51,228



25,031



15,886Provision for income taxes


6,909



11,997



19,005



9,518



2,945Net income

$
13,247


$
20,749


$
32,223


$
15,513


$
12,941Net income per shareBasic

$
0.83


$
1.13


$
1.43


$
0.69


$
0.56Diluted

$
0.71


$
1.02


$
1.32


$
0.63


$
0.53Shares used to compute net income
    per share:Basic


15,965,408



18,442,313



22,527,108



22,379,389



23,064,785Diluted


18,666,012



20,329,852



24,389,592



24,596,893



24,487,591Other Financial Data:Net cash provided by (used in)
    operating activities

$
2,058


$
71,636


$
(1,477
)

$
(10,917
)

$
11,266Net cash provided by (used in)
    investing activities


(9,599
)


(32,350
)


4,016



13,198



(3,291
)Net cash provided by (used in)
    financing activities


26,028



(6,430
)


5,441



(102
)


3,428Non-GAAP Data:Adjusted EBITDA(2)

$
35,979


$
52,531


$
61,203


$
30,023


$
20,226Adjusted EBITDA as a % of service
    revenue


14.5
%


18.9
%


20.8
%


20.1
%


14.5
%EBITDA(2)

$
35,979


$
46,080


$
61,203


$
30,023


$
20,226EBITDA as a % of service revenue


14.5
%


16.6
%


20.8
%


20.1
%


14.5
%   18




---



##### 



Year Ended December 31,


Six Months Ended June 30,2003


2004


2005


2005


2006(Unaudited)


(Unaudited)Consolidated Balance Sheet
    Data:Cash and cash equivalents

$
32,328


$
65,888


$
73,640


$
68,241


$
86,066Marketable securities






24,500











Working capital


(8,449
)


11,478



41,760



23,489



62,376Total assets


298,558



337,344



329,364



307,460



352,895Long-term debt and capital leases,
    less current maturities


57,810



75



9



17



7Stockholders equity


74,565



150,379



188,866



165,820



209,883     (1)
    
    Includes a $3.7 million charge for the repurchase of
    options, predominantly from former employees, and a
    $2.7 million charge for a per-vested-option bonus paid to
    all employee option holders, both of which were executed in
    connection with the culmination of the January 2004 tender
    process.(2)
    
    Adjusted EBITDA and EBITDA are not substitutes for operating
    income, net income, or cash flow from operating activities as
    determined in accordance with GAAP as measures of performance or
    liquidity. See Managements Discussion and Analysis
    of Financial Condition and Results of Operations 
    Non-GAAP Financial Measures. For each of the periods
    indicated, the following table sets forth a reconciliation of
    EBITDA and Adjusted EBITDA to net cash provided by (used in)
    operating activities and to net income.  Year Ended December 31,


Six Months Ended June 30,2003


2004


2005


2005


2006(Unaudited)


(Unaudited)Adjusted EBITDA

$
35,979


$
52,531


$
61,203


$
30,023


$
20,226Option repurchase






(3,713
)










Vested option bonus






(2,738
)










EBITDA


35,979



46,080



61,203



30,023



20,226Depreciation and amortization


(8,967
)


(9,691
)


(11,156
)


(5,623
)


(5,077
)Interest expense, net


(6,856
)


(3,643
)


1,181



631



737Provision for income taxes


(6,909
)


(11,997
)


(19,005
)


(9,518
)


(2,945
)Net income


13,247



20,749



32,223



15,513



12,941Depreciation and amortization


8,967



9,691



11,156



5,623



5,077Stock-based compensation


















1,932Provision for doubtful receivables


4,851



1,914



(123
)


173



(6
)Amortization of debt discount


1,642















Excess tax benefits from
    share-based compensation


















(1,490
)Provision for deferred income taxes


(3,997
)


2,606



2,354



(1,485
)


(2,889
)Debt issuance costs write-off


750



1,241











Changes in assets and liabilities:Accounts receivable and unbilled
    services


(18,538
)


15,373



(3,057
)


10,144



(2,830
)Prepaid expenses and other assets


408



1,226



(2,465
)


(1,812
)


(2,312
)Accounts payable and accrued
    expenses


(4,873
)


7,793



11,022



1,135



(15,060
)Income taxes


(481
)


12,150



(3,677
)


(4,684
)


3,238Advance billings


82



(1,107
)


(48,910
)


(35,524
)


12,665Net cash provided by (used in)
    operating activities

$
2,058


$
71,636


$
(1,477
)

$
(10,917
)

$
(11,266
)  19




---



##### 



Three
    Months Ended June 30, 2006 Compared to Three Months Ended
    June 30, 2005
              Six
    Months Ended June 30, 2006 Compared to Six Months Ended
    June 30, 2005
     20




---



##### 



Recent
    Developments
    Liquidity
    and Capital Resources
     21




---



##### 



Non-GAAP Financial
    Measures
   22




---



##### 



Critical
    Accounting Policies and Estimates
    Revenue
    Recognition
   23




---



##### 



Allowance
    for Doubtful Accounts
    Tax
    Valuation Allowance
      Stock-Based
    Compensation
     24




---



##### 



Long-Lived
    Assets
    Goodwill
    and Indefinite-Lived Intangible Assets
      Inflation
    Potential
    Liability and Insurance
   25




---



##### 



Special
    Note Regarding Risks and Forward-Looking
    Statements
    ITEM 3
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Interest
    Rate Risk
    Foreign
    Exchange Risk
         26




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##### 



Foreign
    Currency Hedges
   ITEM 4 
    CONTROLS AND PROCEDURES  Effectiveness
    of Our Disclosure Controls and Procedures
  Rule 13a-15
    Changes
    in Internal Control Over Financial Reporting
     27




---



##### 



PART II
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS    ITEM 1A.
    RISK
    FACTORS    The
    sale of a substantial number of our shares of common stock in
    the public market could reduce the market price of our shares,
    which in turn could negatively impact your investment in
    us.
    Our
    business could be harmed if we cannot successfully integrate
    future acquisitions.
    ITEM 3.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   28




---



##### 



lock-up lock-up
  and/or
  ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS        ITEM 6.
    EXHIBITS  Exhibits
  ExhibitNumber

Description of Exhibit10
.1(1)

Share and Loan Note Purchase
    Agreement by and among PRA International, Colomera Investments
    B.V., PBR Holdings SA and Pharma Bio-Research Metaholdings B.V.,
    dated June 18, 2006. The schedules to Share Purchase
    Agreement are omitted but will be furnished to the Securities
    and Exchange Commission supplementally upon request.10
.2(1)

Amendment of the Share and Loan
    Note Purchase Agreement by and among PRA International,
    colomera Investments B.vV., PBR Holdings SA and Pharma
    Bio-Research Metaholdings B.V., dated July 21, 2006.21
.1(2)

Subsidiaries of PRA International.31
.1(1)

Certification of the Chief
    Executive Officer pursuant to
    Rule 13a-14(a).31
.2(1)

Certification of the Chief
    Financial Officer pursuant to
    Rule 13a-14(a).32
.1(2)

Certification Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 
    Chief Executive Officer.32
.2(2)

Certification Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 
    Chief Financial Officer.     (1)
    
    Incorporated by reference to
    Form 8-K
    filed on July 26, 2006 (File
    No. 000-51029).(2)
    
    Furnished herewith.(3)
    
    Filed herewith. 29




---



##### 



SIGNATURES
      By:
    /s/  Patrick
    K. Donnelly    Title:
    Chief Executive Officer  By:
    /s/  J.
    Matthew Bond    Title:
    Chief Financial Officer   30