SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


          Date of Report (Date of earliest event reported): May 2, 2002


                         PRG-SCHULTZ INTERNATIONAL, INC.
               (Exact name of registrant as specified in charter)

                        Commission File Number 000-28000

            Georgia                                        58-2213805
(State or other jurisdiction of                    (IRS Employer Identification
         incorporation)                                       No.)




             2300 Windy Ridge Parkway
                 Suite 100 North
                 Atlanta, Georgia                               30339-8426
     (Address of principal executive offices)                   (Zip Code)



        Registrant's telephone number including area code (770) 779-3900


                                      N/A
          (Former name or former address, if changed since last report)




ITEM 5.  OTHER EVENTS.

On May 2, 2002, PRG-Schultz  International,  Inc. ("PRG-Schultz") issued a press
release  announcing  its results of  operations  for the quarter ended March 31,
2002.  PRG-Schultz  hereby  incorporates by reference herein the information set
forth in its press release dated May 2, 2002, a copy of which is attached hereto
as Exhibit 99.1.

Except for the historical  information  contained in this report, the statements
made by  PRG-Schultz  are forward  looking  statements  that  involve  risks and
uncertainties. All such statements are subject to the safe harbor created by the
Private Securities Litigation Reform Act of 1995. PRG-Schultz's future financial
performance could differ  significantly  from the expectations of management and
from results  expressed or implied in the attached  press  release.  For further
information  on risk factors that could  impact the forward  looking  statements
contained in the attached  press  release,  please refer to the risks  discussed
therein and to the "Risk Factors"  contained in  PRG-Schultz's  prospectus dated
April 24, 2002, as filed with the  Securities  and Exchange  Commission on April
25, 2002.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(a)  Financial Statements.

     Not applicable.

(b)  Pro Forma Financial Information.

     Not applicable.

(c)  Exhibits.

     Exhibit Number              Description
     --------------              -----------
     99.1                        Press Release dated May 2, 2002


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                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                  PRG-SCHULTZ INTERNATIONAL, INC.



Date: May 2, 2002                 By: /s/ Donald E. Ellis, Jr.
                                     -------------------------------------------
                                     Donald E. Ellis, Jr., Executive Vice
                                     President - Finance,
                                     Chief Financial Officer and Treasurer
                                     (Principal Financial Officer)




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                                  EXHIBIT INDEX


     Exhibit Number              Description
     --------------              -----------
     99.1                        Press Release dated May 2, 2002





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