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): January 16, 2004

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          incorporation)	(IRS Employer Identification             No.)

600 Galleria Parkway      Suite 100   Atlanta, Georgia	30339-5949
(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 January 20, 2004 PRG-Schultz issued a press release announcing the sale of its Communications Division. The sale occurred on January 16, 2004. PRG-Schultz hereby incorporates by reference herein the information set forth in its Press Release dated January 20, 2004, a copy of which is attached hereto as Exhibit 99.1. Except as otherwise provided in the press release, the press release speaks only as of the date of such press release and such press release shall not create any implication that the affairs of PRG-Schultz have continued unchanged since such date.

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 January 20, 2004

-2-

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: January 20, 2004	By: /s/ Donald E. Ellis, Jr.
	Donald E. Ellis, Jr. Executive Vice President - Finance, Chief Financial Officer and Treasurer

-3-

EXHIBIT INDEX

Exhibit Number	Description	Page
99.1	Press Release dated January 20, 2004	5

-4-

EX-99.1

Exhibit 99.1

NEWS RELEASE
FOR IMMEDIATE RELEASE

PRG-SCHULTZ SELLS COMMUNICATIONS DIVISION

ATLANTA, JANUARY 20, 2003 — PRG-Schultz International, Inc. (NASDAQ: PRGX) announced that it has sold its Communications Division to TSL (DE) Corp., a newly formed company whose principal investor is One Equity Partners, the private equity division of Bank One. The division was sold for approximately $19 million in cash, which was paid at closing, plus the assumption of certain liabilities of the Communications Division. Net proceeds of the sale were used to pay down a portion of the amounts outstanding under PRG-Schultz’s senior bank credit facility.

“We are delighted with the sale of the division and believe that it will allow us to continue to focus on our core auditing competency,” said John Cook, Chairman and Chief Executive Officer of PRG-Schultz.

Avondale Partners, LLC served as exclusive financial advisor to PRG-Schultz in connection with the transaction. Mooreland Partners LLC served as exclusive financial advisor to One Equity Partners.

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 3100 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.

   Contact:

PRG-Schultz International, Inc., Atlanta
Gene Ellis, (770) 779-3230

-5-