SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BLUM CAPITAL PARTNERS LP (Last) (First) (Middle) 909 MONTGOMERY STREET, SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PRG SCHULTZ INTERNATIONAL INC [ PRGXD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/01/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								6,170	D(1)(10)
Common Stock								19,529	D(2)(10)
Common Stock								17,870	D(3)(10)
Common Stock	09/01/2006		J(13)		2,966	D	$0	0	D(4)(10)
Common Stock								17,376	D(5)(10)
Common Stock								8,300	D(6)(10)
Common Stock								11,770	D(7)
Common Stock								827,640	D(8)
Common Stock								17,065	D(9)
Common Stock								53	D(11)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Participating Preferred Stock	(12)	09/01/2006		J(13)			1,116	(14)	03/15/2011	Common Stock	47,151	(12)	0	D(4)(10)
10.0% Senior Convertible Notes due 2011	$6.5	09/01/2006		J(13)			$535,680	(14)	03/15/2011	Common Stock	82,413	(15)	$0	D(4)(10)
Series A Convertible Participating Preferred Stock	(12)	09/01/2006		J(13)		11		(14)	03/15/2011	Common Stock	465	(12)	17	D(11)
10.0% Senior Convertible Notes due 2011	$6.5	09/01/2006		J(13)		$5,357		(14)	03/15/2011	Common Stock	824	(15)	$8,237	D(11)

1. Name and Address of Reporting Person* BLUM CAPITAL PARTNERS LP (Last) (First) (Middle) 909 MONTGOMERY STREET, SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RICHARD C BLUM & ASSOCIATES INC (Last) (First) (Middle) 909 MONTGOMERY STREET, SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLUM STRATEGIC GP LLC (Last) (First) (Middle) 909 MONTGOMERY STREET, SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLUM STRATEGIC GP II LLC (Last) (First) (Middle) 909 MONTGOMERY STREET, SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares are owned directly by Stinson Capital Fund (Cayman), Ltd.

2. These shares are owned directly by Stinson Capital Partners, L.P.

3. These shares are owned directly by Stinson Capital Partners II, L.P

4. These securities were owned directly by Stinson Capital Partners S, L.P.

5. These shares are owned directly by Stinson Capital Partners (QP), L.P.

6. These shares are owned directly by BK Capital Partners IV, L.P.

7. These shares are owned directly by Blum Strategic Partners, L.P. ("Blum Strategic"). The shares also may be deemed to be owned indirectly by Blum Strategic GP, L.L.C. ("Blum GP"), the general partner of Blum Strategic. Blum GP disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

8. These shares are owned directly by Blum Strategic Partners II, L.P ("Strategic II"). The shares also may be deemed to be owned indirectly by Blum Strategic GP II, L.L.C. ("Blum GP II"), the general partner of Strategic II. Blum GP II disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

9. These shares are owned directly by Blum Strategic Partners II GMBH & Co. KG ("Strategic II KG"). The shares also may be deemed to be owned indirectly by Blum GP II, the managing limited partner of Strategic II KG. Blum GP II disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

10. These securities may be deemed to be owned indirectly by the following parties: (i) Blum LP, an investment manager with voting and investment discretion for the investment advisory account described in Note (1) and the general partner of the limited partnerships described in Notes (2), (3), (4), (5), and (6); and (ii) Richard C. Blum & Associates, Inc. ("RCBA Inc."), the general partner of Blum LP. Blum LP and RCBA Inc. disclaim beneficial ownership in these shares, except to the extent of any pecuniary interest therein.

11. These securities are directly owned by Blum LP, some of which were received in the distribution referred to in Note (13). They may be deemed to be owned indirectly by RCBA Inc., as described in Note (10) above. RCBA Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

12. Each share of Series A Convertible Participating Preferred Stock (the "Series A Stock") is initially convertible into approximately 42.25 shares of common stock of the Issuer, which is calculated by dividing then-effective liquidation preference of each share of Series A Stock ($120.00) by the conversion price. The initial conversion price is $2.8405.

13. This transaction represents a distribution of securities by Stinson Capital Partners S, L.P. to: (i) a limited partner, and (ii) Blum LP, the general partner of Stinson Capital Partners S, L.P.

14. Immediately exercisable.

15. The initial conversion price provided an initial conversion rate of approximately 153.85 shares of common stock per $1,000 principal amount of 10.0% Senior Convertible Notes due 2011.

Remarks:

All security holdings reported on this Form 4 reflect the Issuer's 1-for-10 reverse stock split effective August 14, 2006.

	See Attached Signature Page	09/06/2006
	** Signature of Reporting Person	Date
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