June 22, 2006


By facsimile to (404) 873-8501 and U.S. Mail


Mr. Victor A. Allums
Senior Vice President
PRG-Schultz International, Inc.
600 Galleria Parkway, Suite 100
Atlanta, GA 30339

Re:	PRG-Schultz International, Inc.
	Registration Statement on Form S-1
	Filed June 2, 2006
	File No. 333-134698
	Preliminary Proxy Statement on Schedule 14A
	Filed June 5, 2006
	File No. 0-28000

Dear Mr. Allums:

      We limited our review of the filings to the issues addressed
in
our comments.  Where indicated, we think that you should revise
the
filings in responses to the comments.  If you disagree, we will
consider your explanation why a comment is inapplicable or a
revision
is unnecessary.  Be as detailed as necessary in your explanation.
To
understand better your disclosure, we may ask you in some comments
to
provide us information.  We may raise additional comments after
reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your filings.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.


S-1

Fee Table

1. Please revise the fee table to specify the amount of each type
of
security being registered.  Note that the unallocated procedure is
available only to issuers that are eligible to use Instruction
I.B.1
or I.B.2 of Form S-3, both of which contemplate primary offerings
by
the issuer.  See Instruction II.D to Form S-3.

Prospectus` Outside Front Cover Page

2. Please make it clear at the outset that all securities being
registered under this registration statement are being offered for
resale by the selling securityholders.  As drafted, the first
paragraph is insufficiently clear that this is the case.

Legality Opinion

3. Please include the legality opinion among the exhibits listed
at
the end of the filing.  We note that you have included a reference
to
Exhibit 23.2, counsel`s consent, in the list.

4. A clean legality opinion covering all of the securities
registered
will be required before the filing can be declared effective.  We
understand that shareholder approval of an increased number of
common
shares, as contemplated by your proxy materials, will be required
before the clean legality opinion relating to the resale of these
shares can be given.  When you file the legality opinion, we may
have
comments on it.  Please recognize that we will need time to review
the opinion and resolve comments before declaring the filing
effective.

Pre14A

Financial and Other Information

5. Disclosure that the Form 10-K for the fiscal year ended
December
31, 2005 and the Form 10-Q/A for the period ended March 31, 2006
accompany the proxy statement and are incorporated by reference is
inconsistent with disclosure under "Incorporation of Certain
Documents by Reference" in which you state that the Form 10-K, as
amended by Form 10-K/A, and the Form 10-Q, as amended by Form 10-
Q/A,
accompany the proxy statement and are incorporated by reference.
Please revise to refer to each form as originally filed and any
amendments to a form.

Closing

	File an amendment to the S-1 and a revised Pre14A in response
to
the comments.  To expedite our review, you may wish to provide us
three marked courtesy copies of the filings.  Include with the
filings any supplemental information requested and a cover letter
tagged as correspondence that keys the response to the comments.
If
you think that compliance with the comments is inappropriate,
provide
the basis in the letter.  We may have additional comments after
review of the filings, the responses to the comments, and any
supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the filings reviewed by us to ensure that they
have
provided all information investors require for an informed
decision.
Since PRG-Schultz and its management are in possession of all
facts
relating to the disclosure in the filings, they are responsible
for
the adequacy and accuracy of the disclosures that they have made.

      When responding to our comments, provide a written statement
from PRG-Schultz in which PRG-Schultz acknowledges that:

* PRG-Schultz is responsible for the adequacy and accuracy of the
disclosure in the filing.

* Our comments or changes to disclosures in response to our
comments
do not foreclose the Commission from taking any action on the
filing.

* PRG-Schultz may not assert our comments as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that PRG-Schultz provides us in our review of the
filing
or in response to our comments on the filing.



	You may direct questions on comments and disclosure issues to
Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me at (202)
551-3760.

Very truly yours,





   					     Pamela A. Long
					     Assistant Director

cc:	B. Joseph Alley, Jr., Esq.
	Arnall Golden Gregory LLP
	171 17th Street, Suite 2100
	Atlanta, GA 30363



Mr. Victor A. Allums
June 22, 2006
Page 1








UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE