RESTATED ARTICLES OF INCORPORATION OF

                  THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.


                                       1.

                                      NAME

The name of the corporation is:  The Profit Recovery Group International, Inc.

                                       2.
                                 CAPITALIZATION

                    The total  number of shares of capital  stock of all classes
          that the corporation  shall have the authority to issue is Two Hundred
          and One Million  (201,000,000)  shares,  of which Two Hundred  Million
          (200,000,000)  shares,  no par value per  share,  shall be  designated
          "Common Stock" and One Million  (1,000,000)  shares,  no par value per
          share, shall be designated "Preferred Stock."

                    The  preferences,  limitations  and  relative  rights of the
          shares of each class of stock of the corporation are as follows:

          A.   PREFERRED STOCK

                    1. General.  The Preferred  Stock may be issued from time to
          time in one or more  classes  or  series,  the shares of each class or
          series  to  have  such  designations,   powers,  preferences,  rights,
          qualifications, limitations and restrictions thereon as are stated and
          expressed  herein and in the resolution or  resolutions  providing for
          the issuance of such class or series adopted by the Board of Directors
          as hereinafter  prescribed.  Articles of Amendment shall be filed with
          respect to issuance of such Preferred Stock pursuant to the provisions
          of Section  14-2-602  of the  Georgia  Business  Corporation  Code (as
          amended from time to time, the "Code"). Each series of a class must be
          given a  distinguishing  designation  and all shares of a series  must
          have  preferences,  limitations,  and relative  rights  identical with
          those of other  shares of the same  series  and,  except to the extent
          otherwise  provided in the  description  of the series,  with those of
          other  series of the same class;  provided,  however,  that any of the
          voting  powers,  preferences,  designations,  rights,  qualifications,
          limitations,  or  restrictions of or on the class or series of shares,
          or the holders thereof, may be made dependent upon facts ascertainable
          outside these Articles of Incorporation, as amended from time to time,
          if the manner in which the facts shall operate upon the voting powers,
          designations,  preferences,  rights,  qualifications,  limitations, or
          restrictions of or on the shares,  or the holders thereof,  is clearly
          and expressly set forth in these Articles of Incorporation, as amended
          from time to time.

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                    2. Preferences,  Limitations and Relative Rights.  Authority
          is hereby expressly granted to and vested in the Board of Directors to
          authorize the issuance of the Preferred Stock from time to time in one
          or more classes or series, to determine and take necessary proceedings
          to fully  effect the  issuance and  redemption  of any such  Preferred
          Stock,  and,  with  respect to each  class or series of the  Preferred
          Stock,  to fix and state the following by  resolution  or  resolutions
          from time to time adopted providing for the issuance thereof:

          (a)  whether or not the class or series is to have voting rights, full
               or limited, or is to be without voting rights;

          (b)  the number of shares which shall  constitute  the class or series
               and the designations thereof;

          (c)  the  preferences  and relative  participating,  optional or other
               special rights,  if any, and the  qualifications,  limitations or
               restrictions  thereof,  if any,  with  respect  to any  class  or
               series;

          (d)  whether  or not the  shares  of any  class  or  series  shall  be
               redeemable  and, if redeemable,  the redemption  price or prices,
               and the time or times at which, and the terms and conditions upon
               which,  such  shares  shall  be  redeemable  and  the  manner  of
               redemption;

          (e)  whether or not the  shares of a class or series  shall be subject
               to the  operation of retirement or sinking funds to be applied to
               the purchase or redemption of such shares for retirement,  and if
               such  retirement  or sinking  fund or funds be  established,  the
               annual amount  thereof and the terms and  provisions  relative to
               the operation thereof;

          (f)  whether or not  dividends  are payable on any class or classes or
               series of stock,  and if dividends  are so payable,  the dividend
               rate,  whether  dividends  are  payable  in  cash,  stock  of the
               corporation, or other property, the conditions upon which and the
               times when such dividends are payable,  the preference to, or the
               relation to the payment  of, the  dividends  payable on any other
               class or classes or series of stock, whether or not such dividend
               shall be cumulative or noncumulative, and if cumulative, the date
               or dates from which such dividends shall accumulate;

          (g)  the preferences, if any, and the amounts thereof that the holders
               of any class or series  thereof shall be entitled to receive upon
               the  voluntary  or  involuntary   dissolution  of,  or  upon  any
               distribution of the assets of, the corporation;

          (h)  whether  or not the  shares  of any  class  or  series  shall  be
               convertible  into, or  exchangeable  for, the shares of any other
               class or classes or of any other  series of the same or any other


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               class or classes of the corporation  and the conversion  price or
               prices  or ratio  or  ratios  or the rate or rates at which  such
               conversion  or exchange may be made,  with such  adjustments,  if
               any, as shall be stated and  expressed  or  provided  for in such
               resolution or resolutions; and

          (i)  such other  rights and  provisions  with  respect to any class or
               series as the Board of Directors may deem advisable.

                    The  shares of each class or series of the  Preferred  Stock
          may vary from the shares of any other  class or series  thereof in any
          or all of the foregoing respects.  The Board of Directors may increase
          the number of shares of Preferred  Stock  designated  for any existing
          class or  series  by a  resolution  adding  to such  class  or  series
          authorized and unissued  shares of the Preferred  Stock not designated
          for any other class or series.  The Board of Directors  may  decrease,
          but not below the number of shares then  issued,  the number of shares
          of the Preferred Stock  designated for any existing class or series by
          a resolution, subtracting from such class or series unissued shares of
          the  Preferred  Stock  designated  for such class or  series,  and the
          shares  so   subtracted   shall   become   authorized,   unissued  and
          undesignated shares of the Preferred Stock.

                    3. Participating Preferred Stock.

          i.   The  distinctive  serial  designation  of this  series  shall  be
               "Participating   Preferred  Stock"   (hereinafter   called  "this
               Series").  Each share of this Series  shall be  identical  in all
               respects  with the other  shares of this Series  except as to the
               dates from and after which dividends thereon shall be cumulative.

          ii.  The number of shares in this Series  shall  initially  be 500,000
               which number may from time to time be increased or decreased (but
               not below the number then outstanding) by the Board of Directors.
               Shares  of this  Series  purchased  by the  Corporation  shall be
               canceled and shall revert to  authorized  but unissued  shares of
               Preferred Stock undesignated as to series.  Shares of this Series
               may be issued in fractional shares, which fractional shares shall
               entitle the holder,  in proportion  to such  holder's  fractional
               share, to all rights of a holder of a whole share of this Series.

          iii. The holders of full or fractional  shares of this Series shall be
               entitled  to  receive,  when  and as  declared  by the  Board  of
               Directors,  but  only out of funds  legally  available  therefor,
               dividends,  on each date that  dividends  or other  distributions
               (other than dividends or distributions payable in Common Stock of
               the  Corporation)  are  payable on or in respect of Common  Stock
               comprising part of the Reference  Package (as defined below),  in
               an amount per whole share of this Series  equal to the  aggregate
               amount of dividends or other distributions  (other than dividends
               or distributions payable in Common Stock of the Corporation) that
               would  be  payable  on such  date to a  holder  of the  Reference
               Package.  Each  such  dividend  shall be paid to the  holders  of
               record  of  shares of this  Series  on the  date,  not  exceeding
               seventy days  preceding  such  dividend or  distribution  payment
               date,  fixed for the purpose by the Board of Directors in advance
               of payment of each particular dividend or distribution. Dividends


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<PAGE>

               on each full and each  fractional  share of this Series  shall be
               cumulative  from  the  date  such  full or  fractional  share  is
               originally issued provided that any such full or fractional share
               originally issued after a dividend record date and on or prior to
               the dividend payment date to which such record date relates shall
               not be entitled to receive the dividend  payable on such dividend
               payment  date or any amount in  respect  of the period  from such
               original issuance to such dividend payment date.

               The term  "Reference  Package" shall initially mean 100 shares of
               common stock, $.001 par value per share ("Common Stock"),  of the
               Corporation. In the event the Corporation shall at any time after
               the close of  business  on August 14,  2000 (A)  declare or pay a
               dividend  on any  Common  Stock  payable  in  Common  Stock,  (B)
               subdivide any Common Stock,  or (C) combine any Common Stock into
               a  smaller  number  of  shares,  then and in each  such  case the
               Reference Package after such event shall be the Common Stock that
               a holder of the Reference Package immediately prior to such event
               would hold thereafter as a result thereof.

               Holders of shares of this  Series  shall not be  entitled  to any
               dividends,  whether payable in cash, property or stock, in excess
               of full cumulative dividends, as herein provided on this Series.

               So long as any shares of this Series are outstanding, no dividend
               (other  than a  dividend  in Common  Stock or in any other  stock
               ranking   junior  to  this  Series  as  to  dividends   and  upon
               liquidation)  shall be  declared or paid or set aside for payment
               or other  distribution  declared or made upon the Common Stock or
               upon  any  other  stock  ranking  junior  to  this  Series  as to
               dividends or upon liquidation, nor shall any Common Stock nor any
               other stock of the  Corporation  ranking junior to or on a parity
               with this Series as to dividends or upon liquidation be redeemed,
               purchased or otherwise  acquired  for any  consideration  (or any
               monies to be paid to or made available for a sinking fund for the
               redemption  of any shares of any such  stock) by the  Corporation
               (except  by  conversion   into  or  exchange  for  stock  of  the
               Corporation  ranking  junior to this Series as to  dividends  and
               upon  liquidation),  unless,  in each case,  the full  cumulative
               dividends  (including the dividend to be due upon payment of such
               dividend,    distribution,    redemption,   purchase   or   other
               acquisition),  if any, on all  outstanding  shares of this Series
               shall have been, or shall contemporaneously be, paid.

          iv.  In the event of any merger,  consolidation,  reclassification  or
               other  transaction  in which  the  shares  of  Common  Stock  are
               exchanged  for or changed  into other stock or  securities,  cash
               and/or  any other  property,  then in any such case the shares of
               this  Series  shall at the same time be  similarly  exchanged  or
               changed  in an amount  per  whole  share  equal to the  aggregate
               amount of  stock,  securities,  cash  and/or  any other  property
               (payable  in  kind),  as the  case may be,  that a holder  of the
               Reference  Package  would be  entitled  to receive as a result of
               such transaction.

          v.   In the event of any liquidation, dissolution or winding up of the
               affairs of the Corporation, whether voluntary or involuntary, the


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<PAGE>

               holders of full and  fractional  shares of this  Series  shall be
               entitled,  before any distribution or payment is made on any date
               to the  holders  of the  Common  Stock or any other  stock of the
               Corporation ranking junior to this Series upon liquidation, to be
               paid in full an amount per whole  share of this  Series  equal to
               the  aggregate  amount  distributed  prior to such  date or to be
               distributed in connection with such  liquidation,  dissolution or
               winding  up to a holder of the  Reference  Package  (such  amount
               being hereinafter  referred to as the "Liquidation  Preference"),
               together with accrued  dividends to such  distribution or payment
               date,  whether or not earned or declared.  If such payment  shall
               have been made in full to all  holders of shares of this  Series,
               the  holders of shares of this Series as such shall have no right
               or claim to any of the remaining assets of the Corporation.

               In  the  event  the  assets  of  the  Corporation  available  for
               distribution  to the  holders of shares of this  Series  upon any
               liquidation,  dissolution  or  winding  up  of  the  Corporation,
               whether voluntary or involuntary, shall be insufficient to pay in
               full all amounts to which such holders are  entitled  pursuant to
               the first  paragraph of this  Section  (v), no such  distribution
               shall be made on  account  of any  shares of any  other  class or
               series of Preferred  Stock ranking on a parity with the shares of
               this  Series  upon such  liquidation,  dissolution  or winding up
               unless  proportionate  distributive  amounts  shall  be  paid  on
               account of the shares of this Series,  ratably in  proportion  to
               the full  distributable  amounts  for which  holders  of all such
               parity shares are  respectively  entitled upon such  liquidation,
               dissolution or winding up.

               Upon  the   liquidation,   dissolution   or  winding  up  of  the
               Corporation,   the   holders  of  shares  of  this   Series  then
               outstanding  shall be  entitled  to be paid out of  assets of the
               Corporation  available for  distribution to its  shareholders all
               amounts to which such holders are entitled  pursuant to the first
               paragraph of this Section (v) before any payment shall be made to
               the holders of Common Stock or any other stock of the Corporation
               ranking junior upon liquidation to this Series.

               For purposes of this Section (v), the consolidation or merger of,
               or binding  share  exchange  by, the  Corporation  with any other
               corporation  shall  not be deemed to  constitute  a  liquidation,
               dissolution or winding up of the Corporation.

          vi.  The shares of this  Series  shall not be  redeemable  without the
               consent of the holder of such shares.

          vii. In addition to any other vote or consent of shareholders required
               by law or by the Articles of  Incorporation,  as amended,  of the
               Corporation,  each  whole  share  of this  Series  shall,  on any
               matter,  vote as a class with any other capital stock  comprising
               part of the Reference Package and voting on such matter and shall
               have the number of votes  thereon that a holder of the  Reference
               Package would have.

          viii.The shares of this Series  shall rank junior to all other  series
               of  the  Corporation's  Preferred  Stock  as to  the  payment  of
               dividends and the distribution of assets, unless the terms of any
               such series shall provide otherwise.


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<PAGE>

          B.   COMMON STOCK

                    1. Voting Rights.


               (a)  Except as otherwise required by law or as may be provided by
                    the  resolutions of the Board of Directors  authorizing  the
                    issuance  of any  class or  series of  Preferred  Stock,  as
                    provided in Section A of this  Article 2, all rights to vote
                    and all  voting  power  shall be vested  exclusively  in the
                    holders of the Common Stock.

               (b)  The  holders of the Common  Stock  shall be  entitled to one
                    vote  per  share  on all  matters  submitted  to a  vote  of
                    shareholders  of  the  Corporation  (  the  "Shareholders"),
                    including, without limitation, the election of directors.

                    2. Dividends.  Except as otherwise provided by law or as may
          be provided by the  resolutions of the Board of Directors  authorizing
          the issuance of any class or series of Preferred Stock, as provided in
          Section A of this  Article 2, the holders of the Common Stock shall be
          entitled to receive,  on a pro-rata basis, when, as and if provided by
          the  Board of  Directors,  out of funds  legally  available  therefor,
          dividends payable in cash, stock or otherwise.

                    3.   Liquidating   Distributions.   Upon  any   liquidation,
          dissolution  or winding-up of the  corporation,  whether  voluntary or
          involuntary,  and after  payment or provision for payment of the debts
          and  other  liabilities  of  the  corporation,  and  except  as may be
          provided by the resolutions of the Board of Directors  authorizing the
          issuance  of any class or series of  Preferred  Stock,  as provided in
          Section A of this Article 2, the remaining  assets of the  corporation
          shall be distributed pro-rata to the holders of the Common Stock.

                                       3.

                               BOARD OF DIRECTORS

               (a)  The  Board of  Directors  shall be  divided  into  three (3)
                    classes with each such class to be as nearly equal in number
                    as possible.  At the annual meeting of  Shareholders in 1996
                    the directors of Class I shall be elected to hold office for
                    a term  expiring  at the  next  succeeding  annual  meeting;
                    directors  of Class II shall be elected to hold office for a
                    term expiring at the second succeeding  annual meeting;  and
                    directors of Class III shall be elected to hold office for a
                    term expiring at the third succeeding annual meeting.

               (b)  Subject  to  the  foregoing,   at  each  annual  meeting  of
                    Shareholders beginning with the annual meeting to be held in
                    1997,  the  successors to the class of directors  whose term
                    shall then expire shall be elected to hold office for a term
                    expiring  at  the  third  succeeding  annual  meeting.  Each


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<PAGE>

                    director  shall hold office for the term for which he or she
                    is elected or appointed or until his or her successor  shall
                    be elected and qualified, or until his or her death, removal
                    from office or resignation.

               (c)  Should the number of directors be changed, any newly created
                    directorships or any decrease in  directorships  shall be so
                    apportioned  among the classes as to make Classes I, II, and
                    III as nearly equal in number as possible.

               (d)  No  decrease  in the number of  directors  constituting  the
                    Board of Directors  shall  shorten the term of any incumbent
                    director.


                                       4.

                        SPECIAL MEETINGS OF SHAREHOLDERS

                    Special meetings of the Shareholders may be called only by:

               (a)  the Chairman of the Board;

               (b)  the President;

               (c)  a majority of the members of the Board of Directors  then in
                    office; or

               (d)  the holders of at least thirty five percent (35%) of all the
                    votes  entitled  to be  cast  on any  issue  proposed  to be
                    considered at the proposed  special  meeting if said holders
                    deliver to the Secretary of the  corporation one (1) or more
                    signed and dated written demands for the meeting, describing
                    therein  the  purpose  or  purposes  for which  the  special
                    meeting is to be held; provided,  however, that at such time
                    and so  long  as  there  are  one  hundred  (100)  or  fewer
                    Shareholders  of  record,  the  corporation  shall hold such
                    special  meeting  upon the  demand of at least  twenty  five
                    percent  (25%)  of  said   holders.   The  record  date  for
                    determining   Shareholders  entitled  to  demand  a  special
                    meeting shall be  determined  in the manner  provided in the
                    Bylaws.

                         Only  the  business  within  the  purpose  or  purposes
                    described in the meeting  notice  required by subsection (c)
                    of Code  Section  14-2-705  may be  conducted  at a  special
                    meeting of the Shareholders.


                                       5.

                                 INDEMNIFICATION

                    The   corporation   may  indemnify  or  obligate  itself  to
          indemnify,  pursuant to an indemnification  agreement or otherwise,  a
          director made a party to a proceeding,  including a proceeding brought
          by or in the right of the corporation, to the maximum extent permitted
          by Section  14-2-856 of the Code,  without  regard to the  limitations
          contained in other sections of Part 5 of Article 8 of the Code.



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                                       6.

                        ELIMINATION OF MONETARY LIABILITY

                    No director of the corporation shall be personally liable to
          the corporation or its shareholders for monetary damages for breach of
          his or her duty of care or other duty as a  director;  provided,  that
          this  provision  shall  eliminate or limit the liability of a director
          only to the extent  permitted by the Code or by any  successor  law or
          laws.