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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    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): FEBRUARY 10, 2006

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                         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.)


          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

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

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     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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS:  ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

1.   On  February  10,  2006,  James E.  Moylan,  Jr.,  tendered  his  immediate
     resignation as the Company's Chief Financial Officer and Treasurer.

2.   In  accordance  with  Mr.  Limeri's  employment  agreement,  as  previously
     reported  on the  Company's  8-K  filed  November  11,  2005,  the Board of
     Directors of PRG-Schultz International,  Inc. (the "Company") has appointed
     Peter  Limeri to serve as Chief  Financial  Officer  and  Treasurer  of the
     Company, effective upon the resignation of Mr. Moylan.

     Prior to joining the Company in November  2005, Mr. Limeri served since May
     2004 as Chief Financial  Officer and Chief Operating  Officer of Nationwide
     Furniture  Inc.,  a  furniture  retailer.  Prior  to  his  employment  with
     Nationwide  Furniture,  Mr.  Limeri  was the  Chief  Financial  Officer  of
     Anderson Press,  Inc., a global  manufacturer  and distributor of published
     products.  Before  going to Anderson  Press in December  1999,  he was Vice
     President-Finance of Cluett American, a global manufacturer and distributor
     of apparel. Mr. Limeri is 40.

                                   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:  February 10, 2006                By: /s/ Clinton McKellar, Jr.
                                            ------------------------------------
                                            Clinton McKellar, Jr.
                                            General Counsel and Secretary


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