As filed with the Securities and Exchange Commission on October 29, 2002
                                                   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                         (I.R.S. Employer
of incorporation or organization)                     Identification No.)

               2300 WINDY RIDGE PARKWAY, SUITE 100 NORTH, ATLANTA,
               GEORGIA 30339-8426 (Address of principal executive
                          offices, including zip code)

          PRG-SCHULTZ INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN
              PRG-SCHULTZ INTERNATIONAL, INC. STOCK INCENTIVE PLAN
                            (Full title of the plan)
                               -------------------

                           CLINTON MCKELLAR, JR., ESQ.
                         PRG-SCHULTZ INTERNATIONAL, INC.
                            2300 WINDY RIDGE PARKWAY
                                 SUITE 100 NORTH
                           ATLANTA, GEORGIA 30339-8426
                     (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
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3450
                                 (404) 873-8688
                               -------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                        <C>            <C>                       <C>                       <C>
====================================================================================================================
                                          Proposed Maximum          Proposed Maximum
Title of Securities to     Amount to be   Offering Price Per        Aggregate Offering        Amount of
be Registered              Registered     Share (1)                 Price (1)                 Registration Fee (1)
-------------------------- -------------- ------------------------- ------------------------- ----------------------

Common Stock, no par        1,500,000(2)           $8.175                 $12,262,500               $1,128.15
value per share
-------------------------- -------------- ------------------------- ------------------------- ----------------------

Common Stock, no par        1,750,000(3)           $8.175                 $14,306,250               $1,316.18
value per share
-------------------------- -------------- ------------------------- ------------------------- ----------------------

Total                        3,250,000             $8.175                 $26,568,750               $2,444.33
====================================================================================================================
</TABLE>


(1)  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 October  28,  2002 as
     quoted on The Nasdaq Stock Market.
(2)  Represents  shares of common stock issuable under the PRG-Schultz  Employee
     Stock Purchase Plan.
(3)  Represents  shares of common stock  issuable  under the  PRG-Schultz  Stock
     Incentive Plan


<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")  hereby are  incorporated  herein by  reference  as of their
respective dates:

     o    Post-Effective  Amendment No. 2 to Registration  Statement on Form S-3
          filed on October 29, 2002 containing  PRG-Schultz's  audited financial
          statements for PRG-Schultz's latest fiscal year;

     o    Quarterly  Reports on Form 10-Q for the quarters  ended March 31, 2002
          and June 30, 2002;

     o    Current Report on Form 8-K filed on January 2, 2002;

     o    Current Report on Form 8-K filed on January 17, 2002;

     o    Current Report on Form 8-K filed on February 5, 2002;

     o    Current Report on Form 8-K filed on February 20, 2002;

     o    Current Report on Form 8-K filed on April 3, 2002;

     o    Current Report on Form 8-K filed on May 2, 2002;

     o    Current Report on Form 8-K filed on August 1, 2002;

     o    Current Report on Form 8-K filed on August 19, 2002;

     o    Current Report on Form 8-K filed on August 28, 2002;

     o    Current Report on Form 8-K filed on September 4, 2002;

     o    Current Report on Form 8-K filed on September 25, 2002;

     o    Current Report on Form 8-K filed on October 28, 2002; and

     o    The  description  of  PRG-Schultz's   common  stock  as  contained  in
          PRG-Schultz's  Registration  Statement on Form 8-A  (Registration  No.
          0-28000) as declared effective by the Commission on March 26, 1996, as
          amended by the Registration Statement on Form 8-A/A filed on August 9,
          2000.


     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.



                                      II-1
<PAGE>

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

     Certain legal  matters in connection  with the common stock covered by this
prospectus are being passed upon by Arnall Golden Gregory LLP.  Jonathan Golden,
the sole stockholder of Jonathan Golden P.C. (a partner of Arnall Golden Gregory
LLP), is a director of the registrant,  and beneficially owns approximately 1.14
million shares of PRG-Schultz common stock. As of September 30, 2002,  attorneys
with Arnall Golden Gregory LLP  beneficially  own an aggregate of  approximately
1.4 million shares of PRG-Schultz's common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article 8 of  PRG-Schultz's  articles  of  incorporation  and  Article 7 of
PRG-Schultz's bylaws require PRG-Schultz to indemnify its directors and officers
to the fullest  extent  allowed by the Georgia  Business  Corporation  Code,  as
amended from time to time. Under these indemnification  provisions,  PRG-Schultz
is  required  to  indemnify  any of  its  directors  and  officers  against  any
reasonable expenses  (including  attorneys' fees) incurred in the defense of any
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  to which  such  person  was made a party,  or in  defense of any
claim, issue or matter therein, by reason of the fact that such person is or was
a  director  or  officer  of  PRG-Schultz  or,  while a  director  or officer of
PRG-Schultz,  is or was serving at PRG-Schultz's request as a director, officer,
partner, trustee, employee or agent of another corporation,  partnership,  joint
venture,  trust,  employee  benefit plan or other  enterprise to the extent that
such director or officer has been  successful,  on the merits or  otherwise,  in
such defense.  PRG-Schultz also is required to indemnify any of its directors or
officers  against any  liability  incurred in  connection  with any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative  (other  than an  action  by or in the name of
PRG-Schultz,  in which  event,  additional  determinations  must be made  before
indemnification  is  provided)  by reason of the fact that he or she is or was a
director  or  officer  of  PRG-Schultz  who,  while a  director  or  officer  of
PRG-Schultz,  is or was serving at PRG-Schultz's request as a director, officer,
partner, trustee, employee or agent of another corporation,  partnership,  joint
venture,  trust, employee benefit plan or other enterprise,  if such director or
officer  acted in a manner  he or she  believed  in good  faith to be in, or not
opposed to, the best interests 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 action, suit or 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  unless it is ultimately  determined  that he or
she is entitled to indemnification by PRG-Schultz.

     PRG-Schultz's   articles  of   incorporation   contain  a  provision  which
eliminates,  to the fullest  extent  permitted by law,  director  liability  for
monetary damages for breaches of the fiduciary duty of care or any other duty as
a director.

     Pursuant to Section  14-2-851  through  14-2-857  of the  Georgia  Business
Corporation Code, as amended, the directors,  officers,  employees and agents of
PRG-Schultz  may, and in some cases must, be indemnified  by  PRG-Schultz  under
certain  circumstances  against expenses and liabilities  incurred by or imposed
upon them as a result of actions,  suits or proceedings  brought against them as
directors,  officers,  employees and agents of PRG-Schultz  (including  actions,
suits  or  proceedings  brought  against  them  for  violations  of the  federal
securities laws).

     PRG-Schultz  has entered into  indemnification  agreements with each of its
directors  and  certain  executive  officers  ("Indemnitees").  Pursuant to such
agreements, PRG-Schultz shall 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 officers of  PRG-Schultz
or is or was serving at the request of  PRG-Schultz  as a director or officer of
another corporation,  partnership,  joint venture, trust or other enterprise, 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.  If in the  judgment  of the  board of  directors  of  PRG-Schultz  an
Indemnitee is reasonably  likely to be entitled to  indemnification  pursuant to
the  agreement,  all  reasonable  expenses  incurred  by or on  behalf  of  such


                                      II-2
<PAGE>

Indemnitee  shall be advanced from time to time by PRG-Schultz to the Indemnitee
within thirty (30) days 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.

     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.

     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.

     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"),  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.

     The asset agreement for the acquisition of substantially  all of the assets
of Howard Schultz & Associates  International,  Inc. ("HSA-Texas") provides that
PRG-Schultz  will  indemnify  HSA-Texas  and  its  shareholders  and  HSA-Texas'
affiliates,  directors,  officers,  employees  and agents and hold them harmless
from and against all claims, liabilities, lawsuits, costs, damages, or expenses,
including  reasonable  attorneys  fees and expenses  incurred in  litigation  or
otherwise, arising out of any sustained by any of them due to or relating to:

     o    any  misrepresentation  or  breach  of any  representation,  warranty,
          covenant or agreement of PRG-Schultz in the asset agreement; and

     o    any  liability  or  obligation  incurred  by  HSA-Texas  or any of its
          shareholders  relating to the  operation or ownership of the HSA-Texas
          business  by  PRG-Schultz,  or the  ownership  or use of the  acquired
          assets by PRG-Schultz, from and after the effective date.

     Concurrently  with the closing of the HSA-Texas  acquisition,  PRG-Schultz,
HSA-Texas,  Howard Schultz,  Andrew Schultz,  the Andrew H. Schultz  Irrevocable
Trust and certain other  affiliated  Schultz  family trusts which are parties to
the asset agreement entered into an  indemnification  agreement which sets forth
the procedures for  indemnification,  and the survival period and limitations on
indemnification of the claims described above.

ITEM 8.  EXHIBITS

EXHIBIT
NUMBER    DESCRIPTION
-------   -----------

4.1       Specimen Stock  Certificate  (Incorporated by reference to Exhibit 4.1
          of the  Registrant's  Annual  Report on Form  10-K for the year  ended
          December 31, 2001)

4.2       Applicable provisions of the Restated Articles of Incorporation of the
          Registrant   (Incorporated   by   reference  to  Exhibit  3.1  to  the
          Registrant's Form 10-Q for the Quarter Ended June 30, 2002)

4.3       Applicable provisions of the Bylaws of the Registrant (Incorporated by
          reference to Exhibit 99.1 to the  Registrant's  Form 8-K/A filed April
          3, 2002)

5*        Opinion of Arnall Golden Gregory LLP


                                      II-3
<PAGE>


23.1*     Consent of KPMG LLP

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

23.3*     Consent of ERNST & YOUNG Audit

23.4*     Consent of KPMG LLP

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

99.1      PRG-Schultz International,  Inc. Stock Incentive Plan (Incorporated by
          reference  to  Exhibit  10.3 to the  Registrant's  Form  10-Q  for the
          quarterly period ended June 30, 2002)

99.2      PRG-Schultz   International,   Inc.   Employee   Stock  Purchase  Plan
          (Incorporated  by reference to Exhibit "A" to the  Registrant's  Proxy
          Statement dated April 15, 1997).

---------------------------
* 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.


                                      II-4
<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.




                                      II-5
<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 October 29, 2002.

                                  PRG-SCHULTZ INTERNATIONAL, INC.

                                  By:  /s/  John M. Cook
                                       ----------------------------------------
                                            John M. Cook
                                            Chairman of the Board and
                                            Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and  appoints  John M. Cook,  Clinton  McKellar,  Jr. and Donald E.
Ellis, Jr., and each of them, his or her true and lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him and in his
or her name,  place,  and stead, in any and all capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, 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 he or she  might or could do in  person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.

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
dates indicated.

<TABLE>
<CAPTION>
<S>                                                   <C>                                       <C>
                      Name                                            Title                                Date
--------------------------------------------------    --------------------------------------    ----------------------------

/s/ John M. Cook                                      Chairman of the Board and                      October 29, 2002
--------------------------------------------          Chief Executive Officer
John M. Cook                                          (Principal Executive Officer)

/s/ Donald E. Ellis, Jr.                              Executive Vice President  - Finance,           October 29, 2002
--------------------------------------------          Chief Financial Officer and Treasurer
Donald E. Ellis, Jr.                                  (Principal Financial Officer)

/s/ Allison Aden                                      Senior Vice President - Finance                October 29, 2002
--------------------------------------------          (Principal Accounting Officer)
Allison Aden

/s/ John M. Toma                                      Vice Chairman and Director                     October 29, 2002
--------------------------------------------
John M. Toma

/s/ Arthur N. Budge, Jr.                              Director                                       October 29, 2002
--------------------------------------------
Arthur N. Budge, Jr.

/s/ Stanley B. Cohen                                  Director                                       October 29, 2002
--------------------------------------------
Stanley B. Cohen

/s/ Jonathan Golden                                   Director                                       October 29, 2002
--------------------------------------------
Jonathan Golden

/s/ Garth H. Greimann                                 Director                                       October 29, 2002
--------------------------------------------
Garth H. Greimann

/s/ N.Colin Lind                                      Director                                       October 29, 2002
--------------------------------------------
N.Colin Lind

/s/ E. James Lowrey                                   Director                                       October 29, 2002
--------------------------------------------
E. James Lowrey

/s/ Thomas S. Robertson                               Director                                       October 29, 2002
--------------------------------------------
Thomas S. Robertson

/s/ Howard Schultz                                    Director                                       October 29, 2002
--------------------------------------------
Howard Schultz

/s/ Jackie M. Ward                                    Director                                       October 29, 2002
--------------------------------------------
Jackie M. Ward
</TABLE>




                                      II-6
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
NUMBER    DESCRIPTION
-------   -----------

4.1       Specimen Stock  Certificate  (Incorporated by reference to Exhibit 4.1
          of the  Registrant's  Annual  Report on Form  10-K for the year  ended
          December 31, 2001)

4.2       Applicable provisions of the Restated Articles of Incorporation of the
          Registrant   (Incorporated   by   reference  to  Exhibit  3.1  to  the
          Registrant's Form 10-Q for the Quarter Ended June 30, 2002)

4.3       Applicable provisions of the Bylaws of the Registrant (Incorporated by
          reference to Exhibit 99.1 to the  Registrant's  Form 8-K/A filed April
          3, 2002)

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)

23.3*     Consent of ERNST & YOUNG Audit

23.4*     Consent of KPMG LLP

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

99.1      PRG-Schultz International,  Inc. Stock Incentive Plan (Incorporated by
          reference  to  Exhibit  10.3 to the  Registrant's  Form  10-Q  for the
          quarterly period ended June 30, 2002)

99.2      PRG-Schultz   International,   Inc.   Employee   Stock  Purchase  Plan
          (Incorporated  by reference to Exhibit "A" to the  Registrant's  Proxy
          Statement dated April 15, 1997).

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




1479611v5
[{"type": "S-8", "sequence": "1", "filename": "prgs81002.txt", "description": "FORM S-8", "secsgml_size_bytes": 29182}]
{"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": "333-100817", "film-number": "02801472"}, "business-address": {"street1": "2300 WINDY RIDGE PKWY", "street2": "STE 100 N", "city": "ATLANTA", "state": "GA", "zip": "30339-8426", "phone": "7707793900"}, "mail-address": {"street1": "2300 WINDY RIDGE PKWY", "street2": "STE 100 NORTH", "city": "ATLANTA", "state": "GA", "zip": "30339-8426"}, "former-company": {"former-conformed-name": "PROFIT RECOVERY GROUP INTERNATIONAL INC", "date-changed": "19960207"}}
As filed with the Securities and Exchange Commission on October 29, 2002
                                                   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                         (I.R.S. Employer
of incorporation or organization)                     Identification No.)

               2300 WINDY RIDGE PARKWAY, SUITE 100 NORTH, ATLANTA,
               GEORGIA 30339-8426 (Address of principal executive
                          offices, including zip code)

          PRG-SCHULTZ INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN
              PRG-SCHULTZ INTERNATIONAL, INC. STOCK INCENTIVE PLAN
                            (Full title of the plan)
                               -------------------

                           CLINTON MCKELLAR, JR., ESQ.
                         PRG-SCHULTZ INTERNATIONAL, INC.
                            2300 WINDY RIDGE PARKWAY
                                 SUITE 100 NORTH
                           ATLANTA, GEORGIA 30339-8426
                     (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
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3450
                                 (404) 873-8688
                               -------------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                          Proposed Maximum          Proposed Maximum
Title of Securities to     Amount to be   Offering Price Per        Aggregate Offering        Amount of
be Registered              Registered     Share (1)                 Price (1)                 Registration Fee (1)
-------------------------- -------------- ------------------------- ------------------------- ----------------------

Common Stock, no par        1,500,000(2)           $8.175                 $12,262,500               $1,128.15
value per share
-------------------------- -------------- ------------------------- ------------------------- ----------------------

Common Stock, no par        1,750,000(3)           $8.175                 $14,306,250               $1,316.18
value per share
-------------------------- -------------- ------------------------- ------------------------- ----------------------

Total                        3,250,000             $8.175                 $26,568,750               $2,444.33
====================================================================================================================
(1)  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 October  28,  2002 as
     quoted on The Nasdaq Stock Market.
(2)  Represents  shares of common stock issuable under the PRG-Schultz  Employee
     Stock Purchase Plan.
(3)  Represents  shares of common stock  issuable  under the  PRG-Schultz  Stock
     Incentive Plan
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")  hereby are  incorporated  herein by  reference  as of their
respective dates:

     o    Post-Effective  Amendment No. 2 to Registration  Statement on Form S-3
          filed on October 29, 2002 containing  PRG-Schultz's  audited financial
          statements for PRG-Schultz's latest fiscal year;

     o    Quarterly  Reports on Form 10-Q for the quarters  ended March 31, 2002
          and June 30, 2002;

     o    Current Report on Form 8-K filed on January 2, 2002;

     o    Current Report on Form 8-K filed on January 17, 2002;

     o    Current Report on Form 8-K filed on February 5, 2002;

     o    Current Report on Form 8-K filed on February 20, 2002;

     o    Current Report on Form 8-K filed on April 3, 2002;

     o    Current Report on Form 8-K filed on May 2, 2002;

     o    Current Report on Form 8-K filed on August 1, 2002;

     o    Current Report on Form 8-K filed on August 19, 2002;

     o    Current Report on Form 8-K filed on August 28, 2002;

     o    Current Report on Form 8-K filed on September 4, 2002;

     o    Current Report on Form 8-K filed on September 25, 2002;

     o    Current Report on Form 8-K filed on October 28, 2002; and

     o    The  description  of  PRG-Schultz's   common  stock  as  contained  in
          PRG-Schultz's  Registration  Statement on Form 8-A  (Registration  No.
          0-28000) as declared effective by the Commission on March 26, 1996, as
          amended by the Registration Statement on Form 8-A/A filed on August 9,
          2000.

     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.

                                      II-1
ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

     Certain legal  matters in connection  with the common stock covered by this
prospectus are being passed upon by Arnall Golden Gregory LLP.  Jonathan Golden,
the sole stockholder of Jonathan Golden P.C. (a partner of Arnall Golden Gregory
LLP), is a director of the registrant,  and beneficially owns approximately 1.14
million shares of PRG-Schultz common stock. As of September 30, 2002,  attorneys
with Arnall Golden Gregory LLP  beneficially  own an aggregate of  approximately
1.4 million shares of PRG-Schultz's common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article 8 of  PRG-Schultz's  articles  of  incorporation  and  Article 7 of
PRG-Schultz's bylaws require PRG-Schultz to indemnify its directors and officers
to the fullest  extent  allowed by the Georgia  Business  Corporation  Code,  as
amended from time to time. Under these indemnification  provisions,  PRG-Schultz
is  required  to  indemnify  any of  its  directors  and  officers  against  any
reasonable expenses  (including  attorneys' fees) incurred in the defense of any
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  to which  such  person  was made a party,  or in  defense of any
claim, issue or matter therein, by reason of the fact that such person is or was
a  director  or  officer  of  PRG-Schultz  or,  while a  director  or officer of
PRG-Schultz,  is or was serving at PRG-Schultz's request as a director, officer,
partner, trustee, employee or agent of another corporation,  partnership,  joint
venture,  trust,  employee  benefit plan or other  enterprise to the extent that
such director or officer has been  successful,  on the merits or  otherwise,  in
such defense.  PRG-Schultz also is required to indemnify any of its directors or
officers  against any  liability  incurred in  connection  with any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative  (other  than an  action  by or in the name of
PRG-Schultz,  in which  event,  additional  determinations  must be made  before
indemnification  is  provided)  by reason of the fact that he or she is or was a
director  or  officer  of  PRG-Schultz  who,  while a  director  or  officer  of
PRG-Schultz,  is or was serving at PRG-Schultz's request as a director, officer,
partner, trustee, employee or agent of another corporation,  partnership,  joint
venture,  trust, employee benefit plan or other enterprise,  if such director or
officer  acted in a manner  he or she  believed  in good  faith to be in, or not
opposed to, the best interests 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 action, suit or 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  unless it is ultimately  determined  that he or
she is entitled to indemnification by PRG-Schultz.

     PRG-Schultz's   articles  of   incorporation   contain  a  provision  which
eliminates,  to the fullest  extent  permitted by law,  director  liability  for
monetary damages for breaches of the fiduciary duty of care or any other duty as
a director.

     Pursuant to Section  14-2-851  through  14-2-857  of the  Georgia  Business
Corporation Code, as amended, the directors,  officers,  employees and agents of
PRG-Schultz  may, and in some cases must, be indemnified  by  PRG-Schultz  under
certain  circumstances  against expenses and liabilities  incurred by or imposed
upon them as a result of actions,  suits or proceedings  brought against them as
directors,  officers,  employees and agents of PRG-Schultz  (including  actions,
suits  or  proceedings  brought  against  them  for  violations  of the  federal
securities laws).

     PRG-Schultz  has entered into  indemnification  agreements with each of its
directors  and  certain  executive  officers  ("Indemnitees").  Pursuant to such
agreements, PRG-Schultz shall 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 officers of  PRG-Schultz
or is or was serving at the request of  PRG-Schultz  as a director or officer of
another corporation,  partnership,  joint venture, trust or other enterprise, 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.  If in the  judgment  of the  board of  directors  of  PRG-Schultz  an
Indemnitee is reasonably  likely to be entitled to  indemnification  pursuant to
the  agreement,  all  reasonable  expenses  incurred  by or on  behalf  of  such

                                      II-2
Indemnitee  shall be advanced from time to time by PRG-Schultz to the Indemnitee
within thirty (30) days 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.

     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.

     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.

     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"),  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.

     The asset agreement for the acquisition of substantially  all of the assets
of Howard Schultz & Associates  International,  Inc. ("HSA-Texas") provides that
PRG-Schultz  will  indemnify  HSA-Texas  and  its  shareholders  and  HSA-Texas'
affiliates,  directors,  officers,  employees  and agents and hold them harmless
from and against all claims, liabilities, lawsuits, costs, damages, or expenses,
including  reasonable  attorneys  fees and expenses  incurred in  litigation  or
otherwise, arising out of any sustained by any of them due to or relating to:

     o    any  misrepresentation  or  breach  of any  representation,  warranty,
          covenant or agreement of PRG-Schultz in the asset agreement; and

     o    any  liability  or  obligation  incurred  by  HSA-Texas  or any of its
          shareholders  relating to the  operation or ownership of the HSA-Texas
          business  by  PRG-Schultz,  or the  ownership  or use of the  acquired
          assets by PRG-Schultz, from and after the effective date.

     Concurrently  with the closing of the HSA-Texas  acquisition,  PRG-Schultz,
HSA-Texas,  Howard Schultz,  Andrew Schultz,  the Andrew H. Schultz  Irrevocable
Trust and certain other  affiliated  Schultz  family trusts which are parties to
the asset agreement entered into an  indemnification  agreement which sets forth
the procedures for  indemnification,  and the survival period and limitations on
indemnification of the claims described above.

ITEM 8.  EXHIBITS

EXHIBIT
NUMBER    DESCRIPTION
-------   -----------

4.1       Specimen Stock  Certificate  (Incorporated by reference to Exhibit 4.1
          of the  Registrant's  Annual  Report on Form  10-K for the year  ended
          December 31, 2001)

4.2       Applicable provisions of the Restated Articles of Incorporation of the
          Registrant   (Incorporated   by   reference  to  Exhibit  3.1  to  the
          Registrant's Form 10-Q for the Quarter Ended June 30, 2002)

4.3       Applicable provisions of the Bylaws of the Registrant (Incorporated by
          reference to Exhibit 99.1 to the  Registrant's  Form 8-K/A filed April
          3, 2002)

5*        Opinion of Arnall Golden Gregory LLP

                                      II-3
23.1*     Consent of KPMG LLP

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

23.3*     Consent of ERNST & YOUNG Audit

23.4*     Consent of KPMG LLP

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

99.1      PRG-Schultz International,  Inc. Stock Incentive Plan (Incorporated by
          reference  to  Exhibit  10.3 to the  Registrant's  Form  10-Q  for the
          quarterly period ended June 30, 2002)

99.2      PRG-Schultz   International,   Inc.   Employee   Stock  Purchase  Plan
          (Incorporated  by reference to Exhibit "A" to the  Registrant's  Proxy
          Statement dated April 15, 1997).

---------------------------
* 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.

                                      II-4
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.

                                      II-5
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 October 29, 2002.

                                  PRG-SCHULTZ INTERNATIONAL, INC.

                                  By:  /s/  John M. Cook
                                       ----------------------------------------
                                            John M. Cook
                                            Chairman of the Board and
                                            Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and  appoints  John M. Cook,  Clinton  McKellar,  Jr. and Donald E.
Ellis, Jr., and each of them, his or her true and lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him and in his
or her name,  place,  and stead, in any and all capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, 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 he or she  might or could do in  person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.

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
dates indicated.
Name                                            Title                                Date
--------------------------------------------------    --------------------------------------    ----------------------------

/s/ John M. Cook                                      Chairman of the Board and                      October 29, 2002
--------------------------------------------          Chief Executive Officer
John M. Cook                                          (Principal Executive Officer)

/s/ Donald E. Ellis, Jr.                              Executive Vice President  - Finance,           October 29, 2002
--------------------------------------------          Chief Financial Officer and Treasurer
Donald E. Ellis, Jr.                                  (Principal Financial Officer)

/s/ Allison Aden                                      Senior Vice President - Finance                October 29, 2002
--------------------------------------------          (Principal Accounting Officer)
Allison Aden

/s/ John M. Toma                                      Vice Chairman and Director                     October 29, 2002
--------------------------------------------
John M. Toma

/s/ Arthur N. Budge, Jr.                              Director                                       October 29, 2002
--------------------------------------------
Arthur N. Budge, Jr.

/s/ Stanley B. Cohen                                  Director                                       October 29, 2002
--------------------------------------------
Stanley B. Cohen

/s/ Jonathan Golden                                   Director                                       October 29, 2002
--------------------------------------------
Jonathan Golden

/s/ Garth H. Greimann                                 Director                                       October 29, 2002
--------------------------------------------
Garth H. Greimann

/s/ N.Colin Lind                                      Director                                       October 29, 2002
--------------------------------------------
N.Colin Lind

/s/ E. James Lowrey                                   Director                                       October 29, 2002
--------------------------------------------
E. James Lowrey

/s/ Thomas S. Robertson                               Director                                       October 29, 2002
--------------------------------------------
Thomas S. Robertson

/s/ Howard Schultz                                    Director                                       October 29, 2002
--------------------------------------------
Howard Schultz

/s/ Jackie M. Ward                                    Director                                       October 29, 2002
--------------------------------------------
Jackie M. Ward
II-6
EXHIBIT INDEX

EXHIBIT
NUMBER    DESCRIPTION
-------   -----------

4.1       Specimen Stock  Certificate  (Incorporated by reference to Exhibit 4.1
          of the  Registrant's  Annual  Report on Form  10-K for the year  ended
          December 31, 2001)

4.2       Applicable provisions of the Restated Articles of Incorporation of the
          Registrant   (Incorporated   by   reference  to  Exhibit  3.1  to  the
          Registrant's Form 10-Q for the Quarter Ended June 30, 2002)

4.3       Applicable provisions of the Bylaws of the Registrant (Incorporated by
          reference to Exhibit 99.1 to the  Registrant's  Form 8-K/A filed April
          3, 2002)

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)

23.3*     Consent of ERNST & YOUNG Audit

23.4*     Consent of KPMG LLP

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

99.1      PRG-Schultz International,  Inc. Stock Incentive Plan (Incorporated by
          reference  to  Exhibit  10.3 to the  Registrant's  Form  10-Q  for the
          quarterly period ended June 30, 2002)

99.2      PRG-Schultz   International,   Inc.   Employee   Stock  Purchase  Plan
          (Incorporated  by reference to Exhibit "A" to the  Registrant's  Proxy
          Statement dated April 15, 1997).

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

1479611v5