8-K

                       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): September 20, 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.

On September 20, 2002, PRG-Schultz International, Inc. ("PRG-Schultz") exercised
one of its options to purchase  approximately  1.45 million shares of its common
stock from an  affiliate  of Howard  Schultz,  a director  of  PRG-Schultz.  The
aggregate  purchase  price of the  shares  purchased  was  approximately  $12.68
million,  or $8.72 per share plus  accretion of 8% per annum from the August 27,
2002  option  issuance  date.  The  option  purchase  price was  funded  through
borrowings under PRG-Schultz's  senior bank credit facility.  PRG-Schultz hereby
incorporates by reference  herein the information set forth in its Press Release
dated September 20, 2002, a copy of which is attached hereto as Exhibit 99.1.


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 September 20, 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: September 24, 2002            By: /s/ Clinton McKellar, Jr.
                                        ----------------------------------------
                                        Clinton McKellar, Jr., Senior Vice
                                        President, General Counsel and Secretary




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                                  EXHIBIT INDEX



Exhibit Number     Description                                       Page
- --------------     -----------                                       ----

99.1               Press Release dated September 20, 2002              5








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EX-99.1

                                                                    EXHIBIT 99.1


PRG-Schultz Exercises Option to Purchase Shares


ATLANTA,  Sep  20,  2002   /PRNewswire-FirstCall   via  COMTEX/  --  PRG-Schultz
International,  Inc. (Nasdaq:  PRGX) ('the Company') announced that it has today
exercised one of its options to purchase  approximately  1.45 million  shares of
its common stock from an affiliate of Howard Schultz, a director of the Company,
for approximately  $12.68 million,  representing a price of $8.72 per share plus
accretion  of 8% per annum from the August 27, 2002 option  issuance  date.  The
option purchase price was funded through  borrowings  under the Company's senior
bank credit facility.

As announced on August 19, 2002, the Schultz  affiliate  granted the Company two
options to purchase in total  approximately  2.9 million  shares of PRG- Schultz
common  stock at a price of $8.72 per share plus  accretion of 8% per annum from
August  27,  2002.  As a result of  today's  transaction,  the  Company  has one
remaining option to purchase approximately another 1.45 million shares under the
same terms by May 9, 2003.

About PRG-Schultz International, Inc.

Headquartered in Atlanta,  PRG-Schultz International,  Inc. (PRG-Schultz) is the
world's  leading  provider  of  recovery  audit  services.  PRG-Schultz  employs
approximately  3,500  employees,  providing  clients in over 40  countries  with
insightful  value to optimize and expertly  manage their business  transactions.
Using proprietary software and expert audit methodologies,  PRG-Schultz industry
specialists  review  client  invoices,  purchase  orders,  receiving  documents,
databases,  and correspondence files to recover lost profits due to overpayments
or  under-deductions.  PRG-Schultz is retained on a pay-for-  performance basis,
receiving a percentage of each dollar recovered.  Additional  information may be
found at www.prgx.com.

SOURCE PRG-Schultz International, Inc.

CONTACT: Leslie H. Kratcoski,  Investor Relations of PRG-Schultz  International,
Inc., (770) 779-3099.




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