ARNALL GOLDEN GREGORY LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3450

                                                      Direct phone: 404.873.8688
                                                        Direct fax: 404.873.8689
                                                       E-mail: joe.alley@agg.com
                                                                     www.agg.com
February 28, 2002

VIA EDGAR

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Attention:  Mr. Steve Duvall

Re:    Application for Withdrawal of Registration Statement on Form S-3
       File No. 333-76924

Ladies and Gentlemen:

In accordance with Rule 477(a)  promulgated under the Securities Act of 1933, as
amended, our client, PRG-Schultz International, Inc. (the "Registrant"),  hereby
requests  immediate  withdrawal of its Registration  Statement on Form S-3, File
No.   333-76924,   together  with  all  exhibits   thereto  (the   "Registration
Statement"). The Registration Statement was originally filed with the Securities
and Exchange Commission (the "Commission") on January 18, 2002.

The  Registrant  is  requesting  such  withdrawal  because the selling  security
holders  named in the  Registration  Statement  have sold the  securities  whose
resale  was to be  registered  under  the  Registration  Statement  in a private
transaction.  The  Registration  Statement  was not  declared  effective  by the
Commission, and no securities were sold under the Registration Statement.

The Registrant  further requests that the Commission consent to this application
on the grounds that the withdrawal of the  Registration  Statement is consistent
with the public  interest and the protection of investors,  as  contemplated  by
paragraph (a) of Rule 477.

The  filing  fee of  $2,367.25  for  the  Registration  Statement  was  paid  by
electronic  wire  transfer  to  the  account  of  the  Securities  and  Exchange
Commission at the time of the initial  filing,  and the  Registrant  understands
that,  pursuant  to Rule 457(p) of the Act,  such fee may be offset  against the
total filing  fee(s) due for  subsequent  registration  statements  filed by the
Registrant prior to January 18, 2007

Upon the grant of the  Commission's  consent to the requested  withdrawal of the
Registration  Statement,  please return a dated copy of the order  granting such
withdrawal to the undersigned by facsimile at (404) 873-8689.



Securities and Exchange Commission
Division of Corporate Finance
February 28, 2002
Page 2


If you have any questions  regarding the foregoing  application  for withdrawal,
please  contact me at (404)  873-8688  or Anthony L.  Duncan at (404)  873-8150.
Thank you for your time and assistance.

Sincerely,

ARNALL GOLDEN GREGORY LLP


/s/ B. Joseph Alley, Jr.
B. Joseph Alley, Jr.
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