SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5
to

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

PRG-SCHULTZ INTERNATIONAL, INC.

(Name of Issuer)

PRG-SCHULTZ INTERNATIONAL, INC.
(Name of Filing Persons)

4.75% CONVERTIBLE SUBORDINATED NOTES DUE 2006
(Title of Class of Securities)

743168 AA4 and 69357C AA5
(CUSIP Number of Class of Securities)

Clinton McKellar, Jr., Esq.
Senior Vice President, General Counsel and Secretary
PRG-Schultz International, Inc.
600 Galleria Parkway, Suite 100
Atlanta, Georgia 30339-5986
(770) 779-3900
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications on Behalf of Filing Person)

COPIES TO:

B. Joseph Alley, Jr., Esq.	Michael F. Walsh, Esq.
Arnall Golden Gregory LLP	Weil, Gotshal & Manges LLP
2800 One Atlantic Center	767 Fifth Avenue
1201 West Peachtree Street	New York, New York 10153
Atlanta, Georgia 30309-3450	(212) 310-8000
(404) 873-8688

CALCULATION OF FILING FEE*

Transaction Valuation*	Amount of Filing Fee**
$125,000,000	$13,375

* Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the exchange of all $125 million of the outstanding 4.75% convertible subordinated notes (the “Existing Notes”). The amount of the filing fee is based upon the full principal amount of the outstanding notes.

** There is no market value for the Existing Notes. The filing fee was calculated based upon the full principal amount of the Existing Notes.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$	13,375	Filing Party:	PRG-Schultz International, Inc.
Form or Registration No.:	SC TO-I		Date Filed:	February 1, 2006

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

þ Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

þ Check the box if the filing is a final amendment reporting the results of the tender offer.

     This Amendment No. 5 amends and supplements the Schedule TO-I initially filed by PRG-Schultz International, Inc., a Georgia corporation (the “Company”), on February 1, 2006 (as amended and supplemented, the “Schedule TO”), Amendment No. 1 to Schedule TO filed by the Company on February 23, 2006, Amendment No. 2 to Schedule TO filed by the Company on February 27, 2006, Amendment No. 3 to Schedule TO filed by the Company on March 3, 2006 and Amendment No. 4 to Schedule TO filed by the Company on March 17, 2006. The Schedule TO relates to the Company’s offer to exchange its 11.0% Senior Notes due 2011, its 10.0% Senior Convertible Notes due 2011 and its 9.0% Senior Series A Convertible Participating Preferred Stock for any and all of its outstanding 4.75% Convertible Subordinated Notes due 2006 upon the terms and subject to the conditions set forth in the Offering Circular, dated February 1, 2006 (the “Offering Circular”), and in the related Letter of Transmittal (the “Letter of Transmittal”), which, as amended or supplemented from time to time, together constitute the exchange offer, copies of which were previously filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Schedule TO. This Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended. The exchange offer is being made by the Company pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

Item 11. Additional Information.

     Item 11(b) of the Schedule TO is hereby amended and supplemented as follows:

     On March 17, 2006, the Company announced that the Exchange Offer had expired at 10:00 a.m., New York City time, on Friday, March 17, 2006. As of such time, the Company had accepted for exchange $124,530,000 principal amount, or 99.6%, of the outstanding existing notes.

Item 12. Material to be Filed as Exhibits.

Item 12 of the Schedule TO is hereby amended by adding the following:

     (a)(5)(G) Press Release issued by the Company on March 20, 2006.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PRG-SCHULTZ INTERNATIONAL, INC.
By:	/s/ Clinton McKellar, Jr.
	Name: Clinton McKellar, Jr.
	Title: Senior Vice President, General Counsel and Secretary

Dated: March 20, 2006

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EXHIBIT INDEX

Exhibit
No.	Description
(a) (5) (G)	Press Release issued by PRG on March 20, 2006.

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EX-99.(A).(5).(G)

NEWS RELEASE
FOR IMMEDIATE RELEASE

PRG-SCHULTZ ANNOUNCES SUCCESSFUL CLOSING OF EXCHANGE OFFER AND NEW SENIOR SECURED CREDIT
FACILITY

ATLANTA, March 20, 2006 — PRG-Schultz International, Inc. (Nasdaq: PRGX) announced today that it has accepted all of its 4.75% Convertible Subordinated Notes due 2006 (the “Existing Notes”) that were tendered in its exchange offer (the “Exchange Offer”) which expired on Friday, March 17, 2006. As of the expiration of the Exchange Offer at 10:00 a.m., New York City time, on March 17, 2006, $124,530,000, or 99.6%, of the outstanding principal amount of Existing Notes had been validly tendered and were exchanged in the Exchange Offer.

As a result of the consummation of the Exchange Offer, $470,000 of the Existing Notes remain outstanding, and the company issued an aggregate of (a) $51,635,846 in principal amount of 11.0% Senior Notes Due 2011 (which included $1,823,846 in additional principal amount of Senior Notes issued for accrued and unpaid interest on Exchange Notes that were exchanged), (b) $59,774,400 in principal amount of 10.0% Senior Convertible Notes Due 2011, and (c) 124,530 shares, or $14,943,600 liquidation preference, of 9.0% Senior Series A Convertible Participating Preferred Stock.

The company also announced today that it has entered into a new senior secured credit facility with Ableco Finance LLC and The CIT/Group/Business Credit, Inc., a portion of which is being syndicated to the company’s prior bridge financing lenders. The new credit facility includes a $25.0 million term loan, the net proceeds of which were funded to the company at closing on Friday, March 17, 2006, and up to $20 million in revolving loan borrowings, none of which are currently outstanding. The net proceeds of the new senior credit facility were used to repay all outstanding borrowings under the company’s existing senior credit facility with Bank of America, which were approximately $1.6 million, and all outstanding amounts under the bridge loan between the company and certain holders of its Existing Notes, including accrued and unpaid interest, which were approximately $10.1 million. The remainder of the proceeds of the term loan will be used to pay fees and expenses related to the Exchange Offer and the new senior credit facility and for general corporate purposes.

“With the successful conclusion of the exchange offer and the closing of a new credit facility, we begin a new chapter in our turnaround,” said James B. McCurry, the company’s President and Chief Executive Officer. “Our balance sheet has been strengthened and our new senior credit facility provides us with the liquidity we need to run our business. We can now focus on the continued improvement of our operations and the development of new opportunities for creating value for our clients.”

About PRG-Schultz International, Inc.

Headquartered in Atlanta, PRG-Schultz International, Inc. is the world’s leading recovery audit firm, providing clients throughout the world with insightful value to optimize and expertly manage their business transactions. Using proprietary software and expert audit methodologies, PRG-Schultz industry specialists review client purchases and payment information to identify and recover overpayments.

Forward Looking Statements

This press release includes certain forward-looking statements in addition to historical information, including statements regarding the potential success of the company’s turnaround, anticipated liquidity needs of the company, and the company’s plans to improve operations and develop new opportunities. Actual outcomes may differ due to a number of risks and uncertainties such as (without limitation): the company’s ability to stabilize its revenue trend, the success of the company’s previously announced operational restructuring plan, the success of the company’s new service offerings, the company’s ability to retain key personnel, changes in the market for the company’s service offerings, and other risks generally applicable to the company’s business. For a discussion of other risk factors that may impact the company’s business and the success of its turnaround, please see the company’s Securities and Exchange Commission filings, including the offering circular filed as Exhibit 99(A)(1)(a) to the company’s Schedule TO on February 1, 2006, the company’s Form 10-K filed with the Securities and Exchange Commission on March 16, 2005, and the company’s subsequent Forms 10-Q for the first three fiscal quarters of 2005. The company disclaims any obligation or duty to update or modify these forward-looking statements.

CONTACT: PRG-Schultz International, Inc.
Peter Limeri
770-779-6464

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