February 28, 2006




VIA EDGAR AND FACSIMILE

Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C.  20002
Attention:  Pamela A. Long

         RE:    PRG-SCHULTZ INTERNATIONAL, INC.
                FORM T-3 FILED FEBRUARY 2, 2006
                SEC FILE NO. 22-28801

Dear Ms. Long:

         We are in receipt of your comment letter dated February 24, 2006 to
PRG-Schultz International, Inc. ("PRG") in connection with the Form T-3, File
No. 22-28801 (the "Form T-3"), PRG filed on February 2, 2006. Accordingly, on
behalf of PRG, we are filing Amendment No. 1 to the Form T-3 ("Amendment No. 1")
concurrently with the filing of this letter.

         PRG has made certain changes in Amendment No. 1 in response to the
Staff's comments, as set forth below. For your convenience, we have reproduced
each of the comments contained in the Staff's letter of February 24, 2006 in
italicized text before each of our responses.


Item 2. Securities Act Exemption Applicable, page 2

1.       The first paragraph which describes the "Exchange Offer" is very
         confusing to read as presented. We suggest that you use the description
         provided on the cover page of the Offering Circular which use bullets
         to specify the consideration to be exchanged for each $1,000 principal
         amount of outstanding 4.75% Convertible Subordinated Notes due 2006.

RESPONSE: The requested revision has been made. See Amendment No. 1.

Exhibit T3G

2.       The Applicant's Form T-1 must be filed and the trustee designated and
         qualified prior to the effective date of the pending Form T-3.
         Similarly, the indentures to be filed as Exhibits T3C-1 and T3C-2 must
         be filed prior to effectiveness. Please allow sufficient time for our
         staff to review and comment on the additional information.

RESPONSE: The requested revision has been made. See Amendment No. 1.

         Should any member of the Staff have any questions regarding this
filing, please feel free to contact the undersigned at (770) 779-5986.



                                                Very truly yours,

                                                /s/ Clint McKellar, Jr.

                                                Clint McKellar, Jr.