As filed with the Securities and Exchange Commission on September 19, 2006
                                                  Registration No. 333-_________

--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------
                         PRG-SCHULTZ INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

            GEORGIA                                     58-2213805
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)

             600 GALLERIA PARKWAY, SUITE 100, ATLANTA, GEORGIA 30339
          (Address of principal executive offices, including zip code)


   SHARES UNDER PRG-SCHULTZ INTERNATIONAL, INC. 2006 MANAGEMENT INCENTIVE PLAN
                            (Full title of the plan)
                               -------------------
                                VICTOR A. ALLUMS
                         PRG-SCHULTZ INTERNATIONAL, INC.
                              600 GALLERIA PARKWAY
                                    SUITE 100
                             ATLANTA, GEORGIA 30339
                     (Name and address of agent for service)
                                 (770) 779-3900
          (Telephone number, including area code, of agent for service)
                               -------------------

                                    COPY TO:
                           B. JOSEPH ALLEY, JR., ESQ.
                            ARNALL GOLDEN GREGORY LLP
                         171 17TH STREET, NW, SUITE 2100
                             ATLANTA, GEORGIA 30363
                                 (404) 873-8688
                               -------------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
<S>                                <C>            <C>                        <C>                      <C>
================================== ============== ========================== ======================== ======================
    TITLE OF SECURITIES TO BE      AMOUNT TO BE       PROPOSED MAXIMUM          PROPOSED MAXIMUM            AMOUNT OF
           REGISTERED              REGISTERED(1)  OFFERING PRICE PER SHARE     AGGREGATE OFFERING       REGISTRATION FEE
                                                                                      PRICE
---------------------------------- -------------- -------------------------- ------------------------ ----------------------
Common Stock, no par value per       2,100,000           $ 5.81(2)             $ 12,201,000(2)           $ 1,306
share
---------------------------------- -------------- -------------------------- ------------------------ ----------------------
</TABLE>

(1)  Includes  2,100,000  shares  that  may  be  issued  under  the  PRG-Schultz
International,  Inc. 2006 Management Incentive Plan; and an indeterminate number
of additional shares to adjust the number of shares that may be issued under the
foregoing as the result of any future stock split,  stock  dividend,  or similar
adjustment of PRG-Schultz International's common stock.

(2) The offering price for such shares is estimated  pursuant to Rule 457(c) and
(h) under the  Securities  Act of 1933,  as  amended,  solely for the purpose of
calculating the  registration  fee and is based upon the average of the high and
low prices of the Registrant's  common stock on September 15, 2006, as quoted on
The Nasdaq Global Market.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following   documents   filed  by  PRG-Schultz   International,   Inc.
("PRG-Schultz" or the "Registrant") with the Securities and Exchange  Commission
(the "Commission") are hereby incorporated herein by reference:

     o    Annual  Report on Form 10-K for the year ended  December 31, 2005,  as
          amended by Form 10-K/A filed on April 28, 2006;

     o    Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, as
          amended by Form 10-Q/A filed on May 18, 2006;

     o    Quarterly Report on Form 10-Q for the quarter ended June 30, 2006;

     o    Current Report on Form 8-K filed on February 1, 2006;

     o    Current Report on Form 8-K filed on February 6, 2006;

     o    Current Report on Form 8-K filed on February 6, 2006;

     o    Current Report on Form 8-K filed on February 10, 2006;

     o    Current Report on Form 8-K filed on March 21, 2006;

     o    Current Report on Form 8-K filed on March 22, 2006;

     o    Current Report on Form 8-K filed on March 23, 2006;

     o    Current Report on Form 8-K filed on April 3, 2006;

     o    Current Report on Form 8-K filed on April 20, 2006;

     o    Current Report on Form 8-K filed on April 27, 2006;

     o    Current  Report on Form 8-K filed on May 16, 2006,  as amended by Form
          8-K/A filed on May 23, 2006;

     o    Current Report on Form 8-K filed on May 23, 2006;

     o    Current Report on Form 8-K filed on May 24, 2006;

     o    Current Report on Form 8-K filed on June 6, 2006;

     o    Current Report on Form 8-K filed on June 20, 2006;

     o    Current Report on Form 8-K filed on June 29, 2006;

     o    Current Report on Form 8-K filed on July 5, 2006;

     o    Current Report on Form 8-K filed on July 25, 2006;


<PAGE>

     o    Current Report on Form 8-K filed on August 17, 2006; and

     o    The   description   of   PRG-Schultz's   common  stock   contained  in
          PRG-Schultz's  Registration  Statement on Form S-1  (Registration  No.
          333-134698)  as declared  effective  by the  Commission  on August 15,
          2006.

     In addition,  all reports and documents  subsequently  filed by PRG-Schultz
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and made a part  hereof  from  the date of the  filing  of such  documents.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this registration  statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     Certain legal  matters in connection  with the common stock covered by this
registration statement are being passed upon by Arnall Golden Gregory LLP.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Legally Authorized  Indemnification.  Under the Company's articles, bylaws,
and Georgia law, the Company may  indemnify  (or obligate  itself to  indemnify,
pursuant to an agreement or  otherwise) a director or officer for any  liability
or expenses  incurred in any of several types of legal proceedings and lawsuits,
whether   threatened,   pending   or   completed;   whether   civil,   criminal,
administrative, arbitrative, or investigative; and whether formal or informal.

     However, the Company may not indemnify any director or officer who has been
adjudged liable or is subjected to injunctive relief for any of the following:

     o    misappropriation of a business opportunity;
     o    intentional misconduct or a knowing violation of law;
     o    receipt of an improper personal benefit; or
     o    an unlawful  distribution to shareholders (meaning a dividend or other
          distribution  that  violates the  Company's  articles  and/or  certain
          capitalization requirements of Georgia law).

     Advancement  or  reimbursement  of  expenses  prior to a final  disposition
requires  a written  affirmation  that the  foregoing  criteria  were met and an
undertaking  to repay  any  advances  if it is  ultimately  determined  that the
criteria were not met.

     Legally  Required  Indemnification.  Georgia  law  requires  the Company to
indemnify any director who was wholly  successful  in defense of the  proceeding
for his or her reasonable  expenses incurred.  The Company's bylaws also require
indemnification of officers and directors under these circumstances.

     Indemnification   Provided  by  Bylaws.   The  Company's   bylaws   require
PRG-Schultz to indemnify its directors and officers against  liability  incurred
in the defense of any proceeding,  to which he or she was made a party by reason
of the fact that he or she is or was a director or officer of PRG-Schultz, if he
or she  acted in a manner  he or she  believed  in good  faith to be in,  or not
opposed to, the best interest of  PRG-Schultz,  and with respect to any criminal
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.
PRG-Schultz  is also  required to provide  advances  of  expenses  incurred by a
director  or officer in  defending  such  proceeding  upon  receipt of a written
affirmation of such officer or director that he or she has met certain standards
of conduct  and an  undertaking  by or on behalf of such  officer or director to
repay  such  advances  if it is  ultimately  determined  that  he or  she is not
entitled to indemnification by PRG-Schultz.


<PAGE>

     Indemnification required under the bylaws does not cover:

     o    proceedings  by (or in the right of) the  Company  for which he or she
          was adjudged liable; or

     o    proceedings in which he or she was held liable for improper receipt of
          a personal benefit.

     However,   because   the   indemnification   required   by  the  bylaws  is
nonexclusive,  the  foregoing  limitation  does not  prevent  the  Company  from
indemnifying  an  officer  or  director  for any  liabilities  other  than those
specifically  prohibited  by Georgia  law, as  discussed  above under  "-Legally
Authorized Indemnification."

     Indemnification  Agreements.  PRG-Schultz has entered into  indemnification
agreements   with  each  of  its  directors  and  certain   executive   officers
("Indemnitees").  Pursuant to such  agreements,  subject to the  restrictions on
indemnification   imposed  by  Georgia  law  discussed  above,  under  "-Legally
Authorized   Indemnification,"   PRG-Schultz   is  required  to  indemnify  each
Indemnitee  whenever he or she is or was a party or is  threatened  to be made a
party to any  proceeding  (including  without  limitation  any  such  proceeding
brought  by or in  the  right  of  PRG-Schultz),  because  he or she is or was a
director  or officer of  PRG-Schultz  (or because he or she is or was serving at
the  request  of  PRG-Schultz  in any of  specified  capacities  for some  other
entity),  or  because of  anything  done or not done by the  Indemnitee  in such
capacity,   against  expenses  and  liabilities  (including  the  costs  of  any
investigation,  defense,  settlement or appeal) actually and reasonably incurred
by the Indemnitee or on his or her behalf in connection with such proceeding, if
he or she acted in good faith and in a manner he or she  reasonably  believed to
be in or not opposed to the best interests of PRG-Schultz,  and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct  was  unlawful.  The  termination  of any action suit or  proceeding  by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption  that an Indemnitee
did not act in good faith and in a manner which he or she reasonably believed to
be in or not opposed to the best interests of PRG-Schultz,  and, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct  was  unlawful.  The  agreements  also  provide  that under  certain
circumstances  all  reasonable  expenses  incurred  by  or  on  behalf  of  such
Indemnitee  shall be advanced from time to time by PRG-Schultz to the Indemnitee
within a specified period after  PRG-Schultz's  receipt of a written request for
an advance of  expenses  by such  Indemnitee,  whether  prior to or after  final
disposition of a proceeding.

     Indemnification for Securities Law Liabilities.  Insofar as indemnification
for liabilities arising under the Securities Act of 1933 (the "1933 Act") may be
permitted to directors,  officers or persons controlling PRG-Schultz pursuant to
the  foregoing   provisions  of  the  Georgia  Business   Corporation  Code  and
PRG-Schultz's  articles  of  incorporation  and  bylaws,  PRG-Schultz  has  been
informed that  indemnification  is  considered  by the  Commission to be against
public policy and therefore unenforceable.

     D&O Insurance.  PRG-Schultz  currently  maintains an insurance policy which
insures the directors and officers of PRG-Schultz  against certain  liabilities,
including certain liabilities under the 1933 Act.

     Indemnification under Stock Incentive Plan. Pursuant to PRG-Schultz's Stock
Incentive Plan (the "Plan"), in addition to such other rights of indemnification
that they may have as directors of PRG-Schultz or as members of the Compensation
Committee  of the Board of  Directors  of  PRG-Schultz  (the  "Committee"),  and
subject to applicable  restrictions  under Georgia law as described  above under
"-Legally  Authorized  Indemnification,"  the members of the Committee  shall be
indemnified by PRG-Schultz against the reasonable expenses, including attorneys'
fees actually and  necessarily  incurred in  connection  with the defense of any
action,  suit or proceeding,  or in connection with any appeal thereof, to which
they or any of them may be a party by reason of any  action  taken or failure to
act under or in connection with the Plan or any option granted  thereunder,  and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent  legal counsel  selected by  PRG-Schultz)  or paid by
them in  satisfaction  of a judgment  in any such  action,  suit or  proceeding,
except in relation  to matters as to which it shall be adjudged in such  action,
suit or  proceeding  that such  Committee  member is liable  for  negligence  or
misconduct in the performance of his or her duties.

     Elimination  of  Monetary  Liability  of  Directors.  Under  the  Company's
articles of  incorporation,  directors  cannot be held personally  liable to the
Company or its shareholders for monetary damages, except liability for:

     o    misappropriation of a business opportunity;

<PAGE>

     o    intentional misconduct or a knowing violation of law;

     o    receipt of an improper personal benefit; or

     o    an unlawful  distribution to shareholders (meaning a dividend or other
          distribution  that  violates the  Company's  articles  and/or  certain
          capitalization requirements of Georgia law).

ITEM 8.           EXHIBITS

EXHIBIT
NUMBER         DESCRIPTION

3.1            Restated    Articles   of   Incorporation   of   the   Registrant
               (incorporated  by  reference  to Exhibit 3.1 to the  Registrant's
               Form 8-K filed on August 17, 2006).

3.2            Amended and Restated  Bylaws of the Registrant  (incorporated  by
               reference  to Exhibit 3.2 to the  Registrant's  Form 10-Q for the
               quarter ended September 30, 2005).

4.1*           Specimen Common Stock Certificate.

4.2            See  Restated   Articles  of  Incorporation  and  Bylaws  of  the
               Registrant, filed as Exhibits 3.1 and 3.2, respectively.

4.3            Shareholder  Protection Rights  Agreement,  dated as of August 9,
               2000,  between the Registrant and Rights Agent,  effective May 1,
               2002   (incorporated   by   reference   to  Exhibit  4.3  to  the
               Registrant's  Form 10-Q for the  quarterly  period ended June 30,
               2002).

4.4            Indenture  dated November 26, 2001 by and between  Registrant and
               Sun Trust Bank  (incorporated  by  reference  to  Exhibit  4.3 to
               Registrant's  Registration  Statement  No.  333-76018 on Form S-3
               filed December 27, 2001).

4.5            First Amendment to Shareholder Protection Rights Agreement, dated
               as of March 12,  2002,  between the  Registrant  and Rights Agent
               (incorporated  by  reference  to Exhibit 4.3 to the  Registrant's
               Form 10-Q for the quarterly period ended September 30, 2002).

4.6            Second  Amendment to  Shareholder  Protection  Rights  Agreement,
               dated as of August 16, 2002,  between the  Registrant  and Rights
               Agent   (incorporated   by   reference  to  Exhibit  4.3  to  the
               Registrant's  Form 10-Q for the quarterly  period ended September
               30, 2002).

4.7            Third Amendment to Shareholder Protection Rights Agreement, dated
               as of November 7, 2005,  between the  Registrant and Rights Agent
               (incorporated  by  reference  to Exhibit 4.1 to the  Registrant's
               Form 8-K filed on November 14, 2005).

4.8            Fourth  Amendment to  Shareholder  Protection  Rights  Agreement,
               dated as of November 14, 2006,  between the Registrant and Rights
               Agent   (incorporated   by   reference  to  Exhibit  4.1  to  the
               Registrant's Form 8-K filed on November 30, 2005).

4.9            Fifth Amendment to Shareholder Protection Rights Agreement, dated
               as of March 16,  2006,  between the  Registrant  and Rights Agent
               (incorporated  by  reference  to Exhibit 4.9 to the  Registrant's
               Annual Report on Form 10-K for the year ended December 31, 2005).

4.10           Indenture  dated as of March 17,  2006  governing  the 10% Senior
               Convertible   Notes  due  2011,   with  Form  of  Note   appended
               (incorporated  by  reference  to Exhibit 4.1 to the  Registrant's
               Current Report on Form 8-K filed on March 23, 2006).

4.11           Indenture  dated as of March 17,  2006  governing  the 11% Senior
               Notes  due  2011,  with Form of Note  appended  (incorporated  by
               reference to Exhibit 4.2 to the  Registrant's  Current  Report on
               Form 8-K filed on March 23, 2006).


<PAGE>

5*             Opinion of Arnall Golden Gregory LLP

23.1*          Consent of KPMG LLP

23.2*          Consent  of Arnall  Golden  Gregory  LLP  (included  in Exhibit 5
               hereto)

24.1*          Power of Attorney (included as part of the signature page hereto)

99.1           PRG-Schultz   International,   Inc.  Management   Incentive  Plan
               (incorporated  by  reference  to  Appendix A to the  Registrant's
               Definitive Proxy Statement filed on July 5, 2006).

99.2           Form  of  Performance  Unit  Grant  Agreement   (incorporated  by
               reference  to  Appendix B to the  Registrant's  Definitive  Proxy
               Statement filed on July 5, 2006).


---------------------------
* Filed herewith.


ITEM 9. UNDERTAKINGS

     A. RULE 415 OFFERING.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the 1933
     Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement;

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

          Provided,  however,  that paragraph (a)(1)(i) and (a)(1)(ii) shall not
     apply  if the  information  required  to be  included  in a  post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
     incorporated by reference in the registration statement.

     (2) That, for the purpose of determining  any liability under the 1933 Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.


<PAGE>

     B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.

     Insofar as indemnification  for liabilities  arising under the 1933 Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the  provisions  described  under Item 6 above,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.



<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized, in the City of Atlanta, State of Georgia, on September 19, 2006.



                                      PRG-SCHULTZ INTERNATIONAL, INC.

                                      By: /s/ James B. McCurry
                                         ------------------------------------
                                         James B. McCurry
                                         President, Chief Executive Officer and
                                         Chairman of the Board
                                         (Principal Executive Officer)

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.  Each person whose signature appears below
hereby  constitutes  and appoints  James B. McCurry,  Peter Limeri and Victor A.
Allums,  or any one of them, as such  person's true and lawful  attorney-in-fact
and agent with full power of  substitution  for such person and in such person's
name,  place and stead, in any and all capacities,  to sign and to file with the
Securities and Exchange  Commission,  any and all amendments and  post-effective
amendments  to this  Registration  Statement,  with  exhibits  thereto and other
documents in connection therewith, granting unto said attorney-in-fact and agent
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as such  person  might  or could  do in  person,  hereby
ratifying  and  confirming  all that said  attorney-in-fact  and  agent,  or any
substitute therefor, may lawfully do or cause to be done by virtue thereof.

<TABLE>
<CAPTION>
<S>                                          <C>                                              <C>
               SIGNATURE                                       TITLE                                  DATE

/s/ James B. McCurry                            President, Chief Executive Officer             September 19, 2006
---------------------------------------               and Chairman of the Board
               James B. McCurry                    (Principal Executive Officer)


/s/ Peter Limeri                               Chief Financial Officer and Treasurer           September 19, 2006
---------------------------------------            (Principal Financial Officer)
                Peter Limeri


/s/ Robert B. Lee                         Senior Vice President - Finance and Controller       September 19, 2006
---------------------------------------           (Principal Accounting Officer)
             Robert B. Lee


/s/ David A. Cole                                            Director                          September 19, 2006
---------------------------------------
                David A. Cole


/s/ Eugene I. Davis                                          Director                          September 19, 2006
---------------------------------------
            Eugene I. Davis


/s/ Patrick G. Dills                                         Director                          September 19, 2006
---------------------------------------
              Patrick G. Dills


/s/ N. Colin Lind                                            Director                          September 19, 2006
---------------------------------------
                N. Colin Lind


/s/ Philip J. Mazzilli, Jr.                                  Director                          September 19, 2006
---------------------------------------
          Philip J. Mazzilli, Jr.


/s/ Steven Rosenberg                                         Director                          September 19, 2006
---------------------------------------
            Steven Rosenberg
</TABLE>




<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NUMBER         DESCRIPTION

3.1            Restated    Articles   of   Incorporation   of   the   Registrant
               (incorporated  by  reference  to Exhibit 3.1 to the  Registrant's
               Form 8-K filed on August 17, 2006).

3.2            Amended and Restated  Bylaws of the Registrant  (incorporated  by
               reference  to Exhibit 3.2 to the  Registrant's  Form 10-Q for the
               quarter ended September 30, 2005).

4.1*           Specimen Common Stock Certificate.

4.2            See  Restated   Articles  of  Incorporation  and  Bylaws  of  the
               Registrant, filed as Exhibits 3.1 and 3.2, respectively.

4.3            Shareholder  Protection Rights  Agreement,  dated as of August 9,
               2000,  between the Registrant and Rights Agent,  effective May 1,
               2002   (incorporated   by   reference   to  Exhibit  4.3  to  the
               Registrant's  Form 10-Q for the  quarterly  period ended June 30,
               2002).

4.4            Indenture  dated November 26, 2001 by and between  Registrant and
               Sun Trust Bank  (incorporated  by  reference  to  Exhibit  4.3 to
               Registrant's  Registration  Statement  No.  333-76018 on Form S-3
               filed December 27, 2001).

4.5            First Amendment to Shareholder Protection Rights Agreement, dated
               as of March 12,  2002,  between the  Registrant  and Rights Agent
               (incorporated  by  reference  to Exhibit 4.3 to the  Registrant's
               Form 10-Q for the quarterly period ended September 30, 2002).

4.6            Second  Amendment to  Shareholder  Protection  Rights  Agreement,
               dated as of August 16, 2002,  between the  Registrant  and Rights
               Agent   (incorporated   by   reference  to  Exhibit  4.3  to  the
               Registrant's  Form 10-Q for the quarterly  period ended September
               30, 2002).

4.7            Third Amendment to Shareholder Protection Rights Agreement, dated
               as of November 7, 2005,  between the  Registrant and Rights Agent
               (incorporated  by  reference  to Exhibit 4.1 to the  Registrant's
               Form 8-K filed on November 14, 2005).

4.8            Fourth  Amendment to  Shareholder  Protection  Rights  Agreement,
               dated as of November 14, 2006,  between the Registrant and Rights
               Agent   (incorporated   by   reference  to  Exhibit  4.1  to  the
               Registrant's Form 8-K filed on November 30, 2005).

4.9            Fifth Amendment to Shareholder Protection Rights Agreement, dated
               as of March 16,  2006,  between the  Registrant  and Rights Agent
               (incorporated  by  reference  to Exhibit 4.9 to the  Registrant's
               Annual Report on Form 10-K for the year ended December 31, 2005).

4.10           Indenture  dated as of March 17,  2006  governing  the 10% Senior
               Convertible   Notes  due  2011,   with  Form  of  Note   appended
               (incorporated  by  reference  to Exhibit 4.1 to the  Registrant's
               Current Report on Form 8-K filed on March 23, 2006).

4.11           Indenture  dated as of March 17,  2006  governing  the 11% Senior
               Notes  due  2011,  with Form of Note  appended  (incorporated  by
               reference to Exhibit 4.2 to the  Registrant's  Current  Report on
               Form 8-K filed on March 23, 2006).

5*             Opinion of Arnall Golden Gregory LLP

23.1*          Consent of KPMG LLP


<PAGE>

23.2*          Consent  of Arnall  Golden  Gregory  LLP  (included  in Exhibit 5
               hereto)

24.1*          Power of Attorney (included as part of the signature page hereto)

99.1           PRG-Schultz   International,   Inc.  Management   Incentive  Plan
               (incorporated  by  reference  to  Appendix A to the  Registrant's
               Definitive Proxy Statement filed on July 5, 2006).

99.2           Form  of  Performance  Unit  Grant  Agreement   (incorporated  by
               reference  to  Appendix B to the  Registrant's  Definitive  Proxy
               Statement filed on July 5, 2006).


---------------------------
* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "prgs8906.txt", "description": "FORM S-8", "secsgml_size_bytes": 32530}]
{"company-data": {"conformed-name": "PRG SCHULTZ INTERNATIONAL INC", "cik": "0001007330", "assigned-sic": "8700", "irs-number": "582213805", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-137438", "film-number": "061098393"}, "business-address": {"street1": "600 GALLERIA PARKWAY", "street2": "STE 100", "city": "ATLANTA", "state": "GA", "zip": "30339-5949", "phone": "7707793311"}, "mail-address": {"street1": "600 GALLERIA PARKWAY", "street2": "STE 100", "city": "ATLANTA", "state": "GA", "zip": "30339-5949"}, "former-company": {"former-conformed-name": "PROFIT RECOVERY GROUP INTERNATIONAL INC", "date-changed": "19960207"}}
As filed with the Securities and Exchange Commission on September 19, 2006
                                                  Registration No. 333-_________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------
                         PRG-SCHULTZ INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

            GEORGIA                                     58-2213805
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)

             600 GALLERIA PARKWAY, SUITE 100, ATLANTA, GEORGIA 30339
          (Address of principal executive offices, including zip code)

   SHARES UNDER PRG-SCHULTZ INTERNATIONAL, INC. 2006 MANAGEMENT INCENTIVE PLAN
                            (Full title of the plan)
                               -------------------
                                VICTOR A. ALLUMS
                         PRG-SCHULTZ INTERNATIONAL, INC.
                              600 GALLERIA PARKWAY
                                    SUITE 100
                             ATLANTA, GEORGIA 30339
                     (Name and address of agent for service)
                                 (770) 779-3900
          (Telephone number, including area code, of agent for service)
                               -------------------

                                    COPY TO:
                           B. JOSEPH ALLEY, JR., ESQ.
                            ARNALL GOLDEN GREGORY LLP
                         171 17TH STREET, NW, SUITE 2100
                             ATLANTA, GEORGIA 30363
                                 (404) 873-8688
                               -------------------
CALCULATION OF REGISTRATION FEE
================================== ============== ========================== ======================== ======================
    TITLE OF SECURITIES TO BE      AMOUNT TO BE       PROPOSED MAXIMUM          PROPOSED MAXIMUM            AMOUNT OF
           REGISTERED              REGISTERED(1)  OFFERING PRICE PER SHARE     AGGREGATE OFFERING       REGISTRATION FEE
                                                                                      PRICE
---------------------------------- -------------- -------------------------- ------------------------ ----------------------
Common Stock, no par value per       2,100,000           $ 5.81(2)             $ 12,201,000(2)           $ 1,306
share
---------------------------------- -------------- -------------------------- ------------------------ ----------------------
(1)  Includes  2,100,000  shares  that  may  be  issued  under  the  PRG-Schultz
International,  Inc. 2006 Management Incentive Plan; and an indeterminate number
of additional shares to adjust the number of shares that may be issued under the
foregoing as the result of any future stock split,  stock  dividend,  or similar
adjustment of PRG-Schultz International's common stock.

(2) The offering price for such shares is estimated  pursuant to Rule 457(c) and
(h) under the  Securities  Act of 1933,  as  amended,  solely for the purpose of
calculating the  registration  fee and is based upon the average of the high and
low prices of the Registrant's  common stock on September 15, 2006, as quoted on
The Nasdaq Global Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following   documents   filed  by  PRG-Schultz   International,   Inc.
("PRG-Schultz" or the "Registrant") with the Securities and Exchange  Commission
(the "Commission") are hereby incorporated herein by reference:

     o    Annual  Report on Form 10-K for the year ended  December 31, 2005,  as
          amended by Form 10-K/A filed on April 28, 2006;

     o    Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, as
          amended by Form 10-Q/A filed on May 18, 2006;

     o    Quarterly Report on Form 10-Q for the quarter ended June 30, 2006;

     o    Current Report on Form 8-K filed on February 1, 2006;

     o    Current Report on Form 8-K filed on February 6, 2006;

     o    Current Report on Form 8-K filed on February 6, 2006;

     o    Current Report on Form 8-K filed on February 10, 2006;

     o    Current Report on Form 8-K filed on March 21, 2006;

     o    Current Report on Form 8-K filed on March 22, 2006;

     o    Current Report on Form 8-K filed on March 23, 2006;

     o    Current Report on Form 8-K filed on April 3, 2006;

     o    Current Report on Form 8-K filed on April 20, 2006;

     o    Current Report on Form 8-K filed on April 27, 2006;

     o    Current  Report on Form 8-K filed on May 16, 2006,  as amended by Form
          8-K/A filed on May 23, 2006;

     o    Current Report on Form 8-K filed on May 23, 2006;

     o    Current Report on Form 8-K filed on May 24, 2006;

     o    Current Report on Form 8-K filed on June 6, 2006;

     o    Current Report on Form 8-K filed on June 20, 2006;

     o    Current Report on Form 8-K filed on June 29, 2006;

     o    Current Report on Form 8-K filed on July 5, 2006;

     o    Current Report on Form 8-K filed on July 25, 2006;
o    Current Report on Form 8-K filed on August 17, 2006; and

     o    The   description   of   PRG-Schultz's   common  stock   contained  in
          PRG-Schultz's  Registration  Statement on Form S-1  (Registration  No.
          333-134698)  as declared  effective  by the  Commission  on August 15,
          2006.

     In addition,  all reports and documents  subsequently  filed by PRG-Schultz
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and made a part  hereof  from  the date of the  filing  of such  documents.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this registration  statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     Certain legal  matters in connection  with the common stock covered by this
registration statement are being passed upon by Arnall Golden Gregory LLP.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Legally Authorized  Indemnification.  Under the Company's articles, bylaws,
and Georgia law, the Company may  indemnify  (or obligate  itself to  indemnify,
pursuant to an agreement or  otherwise) a director or officer for any  liability
or expenses  incurred in any of several types of legal proceedings and lawsuits,
whether   threatened,   pending   or   completed;   whether   civil,   criminal,
administrative, arbitrative, or investigative; and whether formal or informal.

     However, the Company may not indemnify any director or officer who has been
adjudged liable or is subjected to injunctive relief for any of the following:

     o    misappropriation of a business opportunity;
     o    intentional misconduct or a knowing violation of law;
     o    receipt of an improper personal benefit; or
     o    an unlawful  distribution to shareholders (meaning a dividend or other
          distribution  that  violates the  Company's  articles  and/or  certain
          capitalization requirements of Georgia law).

     Advancement  or  reimbursement  of  expenses  prior to a final  disposition
requires  a written  affirmation  that the  foregoing  criteria  were met and an
undertaking  to repay  any  advances  if it is  ultimately  determined  that the
criteria were not met.

     Legally  Required  Indemnification.  Georgia  law  requires  the Company to
indemnify any director who was wholly  successful  in defense of the  proceeding
for his or her reasonable  expenses incurred.  The Company's bylaws also require
indemnification of officers and directors under these circumstances.

     Indemnification   Provided  by  Bylaws.   The  Company's   bylaws   require
PRG-Schultz to indemnify its directors and officers against  liability  incurred
in the defense of any proceeding,  to which he or she was made a party by reason
of the fact that he or she is or was a director or officer of PRG-Schultz, if he
or she  acted in a manner  he or she  believed  in good  faith to be in,  or not
opposed to, the best interest of  PRG-Schultz,  and with respect to any criminal
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.
PRG-Schultz  is also  required to provide  advances  of  expenses  incurred by a
director  or officer in  defending  such  proceeding  upon  receipt of a written
affirmation of such officer or director that he or she has met certain standards
of conduct  and an  undertaking  by or on behalf of such  officer or director to
repay  such  advances  if it is  ultimately  determined  that  he or  she is not
entitled to indemnification by PRG-Schultz.
Indemnification required under the bylaws does not cover:

     o    proceedings  by (or in the right of) the  Company  for which he or she
          was adjudged liable; or

     o    proceedings in which he or she was held liable for improper receipt of
          a personal benefit.

     However,   because   the   indemnification   required   by  the  bylaws  is
nonexclusive,  the  foregoing  limitation  does not  prevent  the  Company  from
indemnifying  an  officer  or  director  for any  liabilities  other  than those
specifically  prohibited  by Georgia  law, as  discussed  above under  "-Legally
Authorized Indemnification."

     Indemnification  Agreements.  PRG-Schultz has entered into  indemnification
agreements   with  each  of  its  directors  and  certain   executive   officers
("Indemnitees").  Pursuant to such  agreements,  subject to the  restrictions on
indemnification   imposed  by  Georgia  law  discussed  above,  under  "-Legally
Authorized   Indemnification,"   PRG-Schultz   is  required  to  indemnify  each
Indemnitee  whenever he or she is or was a party or is  threatened  to be made a
party to any  proceeding  (including  without  limitation  any  such  proceeding
brought  by or in  the  right  of  PRG-Schultz),  because  he or she is or was a
director  or officer of  PRG-Schultz  (or because he or she is or was serving at
the  request  of  PRG-Schultz  in any of  specified  capacities  for some  other
entity),  or  because of  anything  done or not done by the  Indemnitee  in such
capacity,   against  expenses  and  liabilities  (including  the  costs  of  any
investigation,  defense,  settlement or appeal) actually and reasonably incurred
by the Indemnitee or on his or her behalf in connection with such proceeding, if
he or she acted in good faith and in a manner he or she  reasonably  believed to
be in or not opposed to the best interests of PRG-Schultz,  and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct  was  unlawful.  The  termination  of any action suit or  proceeding  by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption  that an Indemnitee
did not act in good faith and in a manner which he or she reasonably believed to
be in or not opposed to the best interests of PRG-Schultz,  and, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct  was  unlawful.  The  agreements  also  provide  that under  certain
circumstances  all  reasonable  expenses  incurred  by  or  on  behalf  of  such
Indemnitee  shall be advanced from time to time by PRG-Schultz to the Indemnitee
within a specified period after  PRG-Schultz's  receipt of a written request for
an advance of  expenses  by such  Indemnitee,  whether  prior to or after  final
disposition of a proceeding.

     Indemnification for Securities Law Liabilities.  Insofar as indemnification
for liabilities arising under the Securities Act of 1933 (the "1933 Act") may be
permitted to directors,  officers or persons controlling PRG-Schultz pursuant to
the  foregoing   provisions  of  the  Georgia  Business   Corporation  Code  and
PRG-Schultz's  articles  of  incorporation  and  bylaws,  PRG-Schultz  has  been
informed that  indemnification  is  considered  by the  Commission to be against
public policy and therefore unenforceable.

     D&O Insurance.  PRG-Schultz  currently  maintains an insurance policy which
insures the directors and officers of PRG-Schultz  against certain  liabilities,
including certain liabilities under the 1933 Act.

     Indemnification under Stock Incentive Plan. Pursuant to PRG-Schultz's Stock
Incentive Plan (the "Plan"), in addition to such other rights of indemnification
that they may have as directors of PRG-Schultz or as members of the Compensation
Committee  of the Board of  Directors  of  PRG-Schultz  (the  "Committee"),  and
subject to applicable  restrictions  under Georgia law as described  above under
"-Legally  Authorized  Indemnification,"  the members of the Committee  shall be
indemnified by PRG-Schultz against the reasonable expenses, including attorneys'
fees actually and  necessarily  incurred in  connection  with the defense of any
action,  suit or proceeding,  or in connection with any appeal thereof, to which
they or any of them may be a party by reason of any  action  taken or failure to
act under or in connection with the Plan or any option granted  thereunder,  and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent  legal counsel  selected by  PRG-Schultz)  or paid by
them in  satisfaction  of a judgment  in any such  action,  suit or  proceeding,
except in relation  to matters as to which it shall be adjudged in such  action,
suit or  proceeding  that such  Committee  member is liable  for  negligence  or
misconduct in the performance of his or her duties.

     Elimination  of  Monetary  Liability  of  Directors.  Under  the  Company's
articles of  incorporation,  directors  cannot be held personally  liable to the
Company or its shareholders for monetary damages, except liability for:

     o    misappropriation of a business opportunity;
o    intentional misconduct or a knowing violation of law;

     o    receipt of an improper personal benefit; or

     o    an unlawful  distribution to shareholders (meaning a dividend or other
          distribution  that  violates the  Company's  articles  and/or  certain
          capitalization requirements of Georgia law).

ITEM 8.           EXHIBITS

EXHIBIT
NUMBER         DESCRIPTION

3.1            Restated    Articles   of   Incorporation   of   the   Registrant
               (incorporated  by  reference  to Exhibit 3.1 to the  Registrant's
               Form 8-K filed on August 17, 2006).

3.2            Amended and Restated  Bylaws of the Registrant  (incorporated  by
               reference  to Exhibit 3.2 to the  Registrant's  Form 10-Q for the
               quarter ended September 30, 2005).

4.1*           Specimen Common Stock Certificate.

4.2            See  Restated   Articles  of  Incorporation  and  Bylaws  of  the
               Registrant, filed as Exhibits 3.1 and 3.2, respectively.

4.3            Shareholder  Protection Rights  Agreement,  dated as of August 9,
               2000,  between the Registrant and Rights Agent,  effective May 1,
               2002   (incorporated   by   reference   to  Exhibit  4.3  to  the
               Registrant's  Form 10-Q for the  quarterly  period ended June 30,
               2002).

4.4            Indenture  dated November 26, 2001 by and between  Registrant and
               Sun Trust Bank  (incorporated  by  reference  to  Exhibit  4.3 to
               Registrant's  Registration  Statement  No.  333-76018 on Form S-3
               filed December 27, 2001).

4.5            First Amendment to Shareholder Protection Rights Agreement, dated
               as of March 12,  2002,  between the  Registrant  and Rights Agent
               (incorporated  by  reference  to Exhibit 4.3 to the  Registrant's
               Form 10-Q for the quarterly period ended September 30, 2002).

4.6            Second  Amendment to  Shareholder  Protection  Rights  Agreement,
               dated as of August 16, 2002,  between the  Registrant  and Rights
               Agent   (incorporated   by   reference  to  Exhibit  4.3  to  the
               Registrant's  Form 10-Q for the quarterly  period ended September
               30, 2002).

4.7            Third Amendment to Shareholder Protection Rights Agreement, dated
               as of November 7, 2005,  between the  Registrant and Rights Agent
               (incorporated  by  reference  to Exhibit 4.1 to the  Registrant's
               Form 8-K filed on November 14, 2005).

4.8            Fourth  Amendment to  Shareholder  Protection  Rights  Agreement,
               dated as of November 14, 2006,  between the Registrant and Rights
               Agent   (incorporated   by   reference  to  Exhibit  4.1  to  the
               Registrant's Form 8-K filed on November 30, 2005).

4.9            Fifth Amendment to Shareholder Protection Rights Agreement, dated
               as of March 16,  2006,  between the  Registrant  and Rights Agent
               (incorporated  by  reference  to Exhibit 4.9 to the  Registrant's
               Annual Report on Form 10-K for the year ended December 31, 2005).

4.10           Indenture  dated as of March 17,  2006  governing  the 10% Senior
               Convertible   Notes  due  2011,   with  Form  of  Note   appended
               (incorporated  by  reference  to Exhibit 4.1 to the  Registrant's
               Current Report on Form 8-K filed on March 23, 2006).

4.11           Indenture  dated as of March 17,  2006  governing  the 11% Senior
               Notes  due  2011,  with Form of Note  appended  (incorporated  by
               reference to Exhibit 4.2 to the  Registrant's  Current  Report on
               Form 8-K filed on March 23, 2006).
5*             Opinion of Arnall Golden Gregory LLP

23.1*          Consent of KPMG LLP

23.2*          Consent  of Arnall  Golden  Gregory  LLP  (included  in Exhibit 5
               hereto)

24.1*          Power of Attorney (included as part of the signature page hereto)

99.1           PRG-Schultz   International,   Inc.  Management   Incentive  Plan
               (incorporated  by  reference  to  Appendix A to the  Registrant's
               Definitive Proxy Statement filed on July 5, 2006).

99.2           Form  of  Performance  Unit  Grant  Agreement   (incorporated  by
               reference  to  Appendix B to the  Registrant's  Definitive  Proxy
               Statement filed on July 5, 2006).

---------------------------
* Filed herewith.

ITEM 9. UNDERTAKINGS

     A. RULE 415 OFFERING.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the 1933
     Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement;

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

          Provided,  however,  that paragraph (a)(1)(i) and (a)(1)(ii) shall not
     apply  if the  information  required  to be  included  in a  post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
     incorporated by reference in the registration statement.

     (2) That, for the purpose of determining  any liability under the 1933 Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.

     Insofar as indemnification  for liabilities  arising under the 1933 Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the  provisions  described  under Item 6 above,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized, in the City of Atlanta, State of Georgia, on September 19, 2006.

                                      PRG-SCHULTZ INTERNATIONAL, INC.

                                      By: /s/ James B. McCurry
                                         ------------------------------------
                                         James B. McCurry
                                         President, Chief Executive Officer and
                                         Chairman of the Board
                                         (Principal Executive Officer)

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.  Each person whose signature appears below
hereby  constitutes  and appoints  James B. McCurry,  Peter Limeri and Victor A.
Allums,  or any one of them, as such  person's true and lawful  attorney-in-fact
and agent with full power of  substitution  for such person and in such person's
name,  place and stead, in any and all capacities,  to sign and to file with the
Securities and Exchange  Commission,  any and all amendments and  post-effective
amendments  to this  Registration  Statement,  with  exhibits  thereto and other
documents in connection therewith, granting unto said attorney-in-fact and agent
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as such  person  might  or could  do in  person,  hereby
ratifying  and  confirming  all that said  attorney-in-fact  and  agent,  or any
substitute therefor, may lawfully do or cause to be done by virtue thereof.
SIGNATURE                                       TITLE                                  DATE

/s/ James B. McCurry                            President, Chief Executive Officer             September 19, 2006
---------------------------------------               and Chairman of the Board
               James B. McCurry                    (Principal Executive Officer)

/s/ Peter Limeri                               Chief Financial Officer and Treasurer           September 19, 2006
---------------------------------------            (Principal Financial Officer)
                Peter Limeri

/s/ Robert B. Lee                         Senior Vice President - Finance and Controller       September 19, 2006
---------------------------------------           (Principal Accounting Officer)
             Robert B. Lee

/s/ David A. Cole                                            Director                          September 19, 2006
---------------------------------------
                David A. Cole

/s/ Eugene I. Davis                                          Director                          September 19, 2006
---------------------------------------
            Eugene I. Davis

/s/ Patrick G. Dills                                         Director                          September 19, 2006
---------------------------------------
              Patrick G. Dills

/s/ N. Colin Lind                                            Director                          September 19, 2006
---------------------------------------
                N. Colin Lind

/s/ Philip J. Mazzilli, Jr.                                  Director                          September 19, 2006
---------------------------------------
          Philip J. Mazzilli, Jr.

/s/ Steven Rosenberg                                         Director                          September 19, 2006
---------------------------------------
            Steven Rosenberg
EXHIBIT INDEX

EXHIBIT
NUMBER         DESCRIPTION

3.1            Restated    Articles   of   Incorporation   of   the   Registrant
               (incorporated  by  reference  to Exhibit 3.1 to the  Registrant's
               Form 8-K filed on August 17, 2006).

3.2            Amended and Restated  Bylaws of the Registrant  (incorporated  by
               reference  to Exhibit 3.2 to the  Registrant's  Form 10-Q for the
               quarter ended September 30, 2005).

4.1*           Specimen Common Stock Certificate.

4.2            See  Restated   Articles  of  Incorporation  and  Bylaws  of  the
               Registrant, filed as Exhibits 3.1 and 3.2, respectively.

4.3            Shareholder  Protection Rights  Agreement,  dated as of August 9,
               2000,  between the Registrant and Rights Agent,  effective May 1,
               2002   (incorporated   by   reference   to  Exhibit  4.3  to  the
               Registrant's  Form 10-Q for the  quarterly  period ended June 30,
               2002).

4.4            Indenture  dated November 26, 2001 by and between  Registrant and
               Sun Trust Bank  (incorporated  by  reference  to  Exhibit  4.3 to
               Registrant's  Registration  Statement  No.  333-76018 on Form S-3
               filed December 27, 2001).

4.5            First Amendment to Shareholder Protection Rights Agreement, dated
               as of March 12,  2002,  between the  Registrant  and Rights Agent
               (incorporated  by  reference  to Exhibit 4.3 to the  Registrant's
               Form 10-Q for the quarterly period ended September 30, 2002).

4.6            Second  Amendment to  Shareholder  Protection  Rights  Agreement,
               dated as of August 16, 2002,  between the  Registrant  and Rights
               Agent   (incorporated   by   reference  to  Exhibit  4.3  to  the
               Registrant's  Form 10-Q for the quarterly  period ended September
               30, 2002).

4.7            Third Amendment to Shareholder Protection Rights Agreement, dated
               as of November 7, 2005,  between the  Registrant and Rights Agent
               (incorporated  by  reference  to Exhibit 4.1 to the  Registrant's
               Form 8-K filed on November 14, 2005).

4.8            Fourth  Amendment to  Shareholder  Protection  Rights  Agreement,
               dated as of November 14, 2006,  between the Registrant and Rights
               Agent   (incorporated   by   reference  to  Exhibit  4.1  to  the
               Registrant's Form 8-K filed on November 30, 2005).

4.9            Fifth Amendment to Shareholder Protection Rights Agreement, dated
               as of March 16,  2006,  between the  Registrant  and Rights Agent
               (incorporated  by  reference  to Exhibit 4.9 to the  Registrant's
               Annual Report on Form 10-K for the year ended December 31, 2005).

4.10           Indenture  dated as of March 17,  2006  governing  the 10% Senior
               Convertible   Notes  due  2011,   with  Form  of  Note   appended
               (incorporated  by  reference  to Exhibit 4.1 to the  Registrant's
               Current Report on Form 8-K filed on March 23, 2006).

4.11           Indenture  dated as of March 17,  2006  governing  the 11% Senior
               Notes  due  2011,  with Form of Note  appended  (incorporated  by
               reference to Exhibit 4.2 to the  Registrant's  Current  Report on
               Form 8-K filed on March 23, 2006).

5*             Opinion of Arnall Golden Gregory LLP

23.1*          Consent of KPMG LLP
23.2*          Consent  of Arnall  Golden  Gregory  LLP  (included  in Exhibit 5
               hereto)

24.1*          Power of Attorney (included as part of the signature page hereto)

99.1           PRG-Schultz   International,   Inc.  Management   Incentive  Plan
               (incorporated  by  reference  to  Appendix A to the  Registrant's
               Definitive Proxy Statement filed on July 5, 2006).

99.2           Form  of  Performance  Unit  Grant  Agreement   (incorporated  by
               reference  to  Appendix B to the  Registrant's  Definitive  Proxy
               Statement filed on July 5, 2006).

---------------------------
* Filed herewith.