UNITED STATES
                       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): AUGUST 29, 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





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





ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

On August 29, 2002,  John M. Cook,  the  Chairman of the Board of Directors  and
Chief  Executive  Officer of PRG-Schultz  International,  Inc.  ("PRG-Schultz"),
entered into a Rule 10b5-1  compliant  trading plan with Merrill Lynch,  Pierce,
Fenner & Smith  Incorporated to sell up to 750,000 shares of the common stock of
PRG-Schultz  currently  owned by Mr. Cook.  The sales are to be made pursuant to
specified  criteria,  with no more than  150,000  shares to be sold per calendar
quarter,  beginning with the third calendar  quarter of 2002 and ending with the
third  calendar  quarter of 2003;  provided  that any  shares not sold  during a
calendar quarter may be carried forward to a later calendar quarter,  subject to
the outside plan termination date of September 30, 2003.

The  PRG-Schultz  Board of Directors  has approved an exception to the Company's
insider  trading  policy  that will  allow  trades  under the plan to take place
during  normal  blackout  periods.  Rule  10b5-1,  promulgated  pursuant  to the
Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  provides
certain  defenses to actions  under  Section  10(b) of the Exchange Act and Rule
10b-5  thereunder for transactions  conducted  pursuant to written trading plans
that satisfy the conditions of the Rule.

Depending upon  prevailing  market  conditions  and other  factors,  there is no
guarantee that all authorized shares will be sold pursuant to the plan.



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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: September 4, 2002             By: /s/ Clinton McKellar, Jr.
                                        ----------------------------------------
                                        Clinton McKellar, Jr.
                                        Senior Vice President, General Counsel
                                        and Secretary




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