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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             washington, d.c. 20549

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                                    FORM 8-K
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                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 8, 2005


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



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                Georgia                                000-28000                             58-2213805
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   (State or Other Jurisdiction              (Commission File Number)                     (IRS Employer
           of Incorporation)                                                             Identification No.)
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            600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339-5949
                       (Address of principal executive office) (zip code)

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

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

                            _________________________

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

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Item 1.01  Entry into a Material Definitive Agreement.

1.  Amendment to Increase and Extend Financing Commitment

On December 9, 2005 PRG-Schultz International, Inc. (the "Company") entered into
an amendment to the  financing  commitment  letter dated  November 28, 2005 with
Petrus  Securities  L.P.  and  Parkcentral   Global  Hub  Limited  (the  "Petrus
Entities")  and Blum  Strategic  Partners  II GmbH & Co. KG. and Blum  Strategic
Partners II, L.P. (the "Blum  Entities") that (i) increased the principal amount
of the loan  commitment to  PRG-Schultz  USA, Inc., a subsidiary of the Company,
from $8 million to $10 million,  (ii)  extended the  commitment  to December 15,
2005,  and (iii)  provided a pro-rata  increase in the commitment fee payable to
the lenders based on the $2 million increase in the commitment.

The Blum Entities are beneficial owners of the Company's common stock and 4 3/4%
Convertible Subordinated Notes due 2006 (the "Convertible Notes"), and they have
the right to designate a member of the Company's  Board of Directors and to have
an observer  present at all Board  meetings.  The Petrus Entities are beneficial
owners of the Company's common stock and Convertible  Notes. The Petrus entities
and  affiliated  entities of the Blum Entities  serve on the Ad Hoc Committee of
holders of the Convertible Notes to consider strategic  alternatives relating to
the Company.

2.  Amendment to CEO Employment Agreement.

On December 8, 2005, by consent action the  independent  members of the Board of
Directors approved an amendment to the Employment  Agreement of James B. McCurry
dated July 25, 2005 (the "McCurry Employment Agreement"). Under the terms of the
McCurry Employment  Agreement before the December 8th amendment,  Mr. McCurry is
entitled to a severance  payment if his  employment is terminated by the Company
without "Cause" or by Mr. McCurry for "Good Reason".  His severance  payment has
two  components,  a percentage  of his salary and a separate  percentage  of his
annual bonus. The percentages of his salary and his bonus both increase with the
term of Mr.  McCurry's  employment,  with the  salary  percentage  reaching  its
maximum  percentage  after 16 months of  employment  (November 25, 2006) and the
bonus percentage  reaching its maximum percentage after December 31, 2005. After
the December 8th amendment,  if a "Change in Control"  occurs and Mr.  McCurry's
employment is terminated  before November 25, 2006 either by the Company without
"Cause" or by Mr. McCurry for "Good Reason",  Mr.  McCurry's  severance  payment
would  be  calculated  using  the  maximum  percentages  for  each  of  the  two
components.  The  capitalized  terms in  quotation  marks  used  above  have the
meanings given such terms in the McCurry Employment Agreement. See the Company's
Report on Form 8-K filed with the Securities and Exchange Commission on July 25,
2005 for a copy of the McCurry Employment Agreement.

Mr. McCurry is the President and Chief  Executive  Officer and a director of the
Company.




                                   SIGNATURES

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

                                                PRG-SCHULTZ INTERNATIONAL, INC.



Date:  December 11, 2005          By:         /s/ Clinton McKellar, Jr.
                                                   Clinton McKellar, Jr.
                                                General Counsel and Secretary