UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURE

UNDER THE TRUST INDENTURE ACT OF 1939

PRG-Schultz International, Inc.

(Name of Applicant)

600 Galleria Parkway, Suite 600

Atlanta, GA 30339

(Address of Principal Executive Offices)

Securities to be Issued Under the Indentures to be Qualified:

Approximate date of proposed public offering:

As soon as practicable

Clinton McKellar, Jr., Esq.

Senior Vice President, General Counsel and Secretary

600 Galleria Parkway, Suite 600

Atlanta, GA 30339

(Name and Address of Agent for Service)

With a copy to:

W. Stuart Ogg, Esq.

Weil, Gotshal & Manges LLP

200 Crescent Court, Suite 300

Dallas, Texas 75201

The Applicant hereby amends this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment that specifically states that it shall supersede this amendment or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, may determine upon the written request of the Applicant.

GENERAL

      (a) The Applicant, PRG-Schultz International, Inc., is a corporation.

      (b) The Applicant was organized under the laws of the State of Georgia.

      The Applicant is offering (the “Exchange Offer”) to exchange: $400 principal amount of its 11.0% Senior Notes due 2011 (the “Senior Notes”), plus an additional principal amount equal to the aggregate accrued and unpaid interest due on the Existing Notes (as defined below) held by the tendering holder to, but not including, the closing date of the Exchange Offer, $480 principal amount of its 10.0% Senior Convertible Notes due 2011 (the “Senior Convertible Notes”) convertible into new 10.0% Senior Series B Convertible Participating Preferred Stock (the “Series B Convertible Preferred Stock”) and/or common stock of the Applicant and one share, $120 liquidation preference, of its 9.0% Senior Series A Convertible Participating Preferred Stock convertible into common stock of the Applicant (the “Series A Convertible Preferred Stock” and together with the New Senior Notes, the New Senior Convertible Notes and Series B Convertible Preferred Stock, the “New Securities”) for each $1,000 principal amount of outstanding 4.75% Convertible Subordinated Notes due 2006 (CUSIP Nos. 743168-AA-4 and 69357C-AA-5) issued by the Applicant (the “Existing Notes”). The complete terms of the Exchange Offer are contained in the Offering Circular, dated as of February 1, 2006 (the “Offering Circular”).

      The New Securities are being offered by the Applicant in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by section 3(a)(9). The New Securities are proposed to be offered for exchange by the Applicant with its existing security holders exclusively and solely for the Existing Notes of the Applicant. No sales of securities of the same class as the New Securities have been or are to be made by the Applicant or by or through an underwriter at or about the same time as the Exchange Offer for which the exemption is claimed; provided that the Applicant has agreed to file a non-underwritten resale registration statement for certain of its affiliates shortly after completion of the Exchange Offer. No consideration has been, or is to be given, directly or indirectly, to any person in connection with the transaction, except for the customary payments to be made in respect of preparation, printing and mailing of the Offering Circular and related documents and the engagement of US Bank Corporate Trust Services as Exchange Agent and Innisfree M&A Incorporated as Information Agent for the Applicant. No holder of the Existing Notes has made or will be requested to make any cash payment to the Applicant in connection with the Exchange Offer.

AFFILIATIONS

      Set forth below is a list of the affiliates of the Applicant prior to and after the date the consummation of the Exchange Offer, including a list of all subsidiaries of the Applicant. Each affiliate listed below is a subsidiary of the Applicant and is, directly or indirectly, wholly owned by the Applicant.

      In addition, see Item 4 for directors and executive officers of the Applicant, some of whom may be deemed to be affiliates of the Company by virtue of their position, and Item 5 for owners of more than 10% of our voting securities, who may be deemed affiliates of the Company by virtue of their stock ownership. Blum Capital Partners, L.P. and Berkshire Partners each have the conditional right to designate a board member for nomination at the annual meeting.

MANAGEMENT AND CONTROL

      The following table sets forth the names of and all offices held by all current directors and executive officers of the Applicant. The address for each director and officer listed below is c/o PRG-Schultz International, Inc., 600 Galleria Parkway, Suite 600, Atlanta, GA 30339.

      It is currently expected that James B. McCurry and David A. Cole will serve as directors on the Applicant’s Board of Directors after the consummation of the Exchange Offer. The other persons who shall serve as directors on the Applicant’s Board of Directors will be selected prior to the consummation of the Exchange Offer. It is expected that existing executive officers of the Applicant shall continue to serve in their current capacities after the consummation of the Exchange Offer.

      Presented below is certain information regarding each person expected, on the basis of present holdings, commitments and information, to own 10% or more of the Applicant voting securities to be outstanding as of January 31, 2006.

      The Applicant does not currently have the necessary information available to it to determine whether any additional holders will be holders of 10% or more of the voting securities of the Applicant after the consummation of the Exchange Offer.

UNDERWRITERS

      (a) Within the three years prior to the date of the filing of this application, no securities have been offered which are outstanding on the date of this application.

      (b) No person is acting as principal underwriter of the securities proposed to be offered pursuant to the Indentures.

CAPITAL SECURITIES

      (a) (1) The following tables set forth certain information with respect to each authorized class of securities of the Applicant as of January 1, 2006. The voting rights with respect to the voting securities of the Applicant, are contained in subsection (b) below.

      (2) The following table sets forth certain information with respect to each class of securities of the Applicant to be authorized and outstanding as of the consummation of the Exchange Offer.

      (b) (1) As of the date of this application, each share of common stock entitles the holder thereof to one vote on each matter submitted to a vote at all meetings of holders of Applicant’s Common Stock.

      (2) As of the consummation of the Exchange Offer, each share of common stock will entitle the holder thereof to one vote on each matter submitted to a vote at all meetings of holders of Applicant’s common stock.

      (3) Each share of Series A Convertible Preferred Stock will entitle the holder thereof to the number of votes equal to the number of shares of common stock that is then convertible on each matter that such holder of Series A Convertible Preferred Stock is entitled to vote upon.

      (4) Each share of Series B Convertible Preferred Stock will entitle the holder thereof to the number of votes equal to the number of shares of common stock is then convertible on each matter that such holder of Series B Convertible Preferred Stock is entitled to vote upon.

      (5) The common stock, the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock will vote as a single class, except in the limited circumstances provided by Georgia law and the respective certificates of designation.

INDENTURE SECURITIES

Item 8.     Analysis of Indenture Provisions.

     Senior Notes

      A more complete general description of certain provisions of the indenture governing the Senior Notes (the “Senior Notes Indenture”) to be qualified will be provided at such time as this application is amended to include, among other things, a copy of the Senior Notes Indenture. The Senior Notes will mature on March 15, 2011. Interest on the Senior Notes will accrue at the rate of 11% per annum, payable semiannually on March 15 and September 15 of each year beginning on September 15, 2006. If an event of default occurs, interest will accrue at a right of 13.0% until all defaults are cured or waived. The Senior Notes will be senior unsecured obligations of the Applicant and will be (a) senior in right of payment to all existing and future subordinated indebtedness of the Applicant, including any Existing Notes that are not tendered in the Exchange Offer, (b) effectively (but not expressly) subordinated to the Applicant’s existing and future secured indebtedness to the extent of the collateral securing that indebtedness and to the existing and future liabilities of the Applicant’s subsidiaries and (c) pari passu in right of payment with the Senior Convertible Notes and any future senior indebtedness of the Applicant. None of the Applicant’s subsidiaries will be obligated for the payment of obligations under the Senior Notes. The Senior Notes are redeemable, in whole or in part, at any time upon not less than 30 nor more than 60 days’ notice at the following redemption prices plus accrued and unpaid interest, for the following redemption periods: (i) 104% if redeemed on the issue date through March 14, 2007, (ii) 102% if redeemed on March 15, 2007 through March 14, 2008 and (iii) 100% if redeemed on March 15, 2008 or thereafter. If a change of control occurs, each holder of Senior Notes will have the right to require the Applicant to repurchase any portion of its Senior Notes at a purchase price equal to 100% of the principal amount of the Senior Notes to be purchased plus accrued but unpaid interest, if any, to the date of purchase. In the event of a permitted asset sale, any excess proceeds that exceed $10 million will be required to be paid to the holders of Senior Notes to purchase the maximum amount of Senior Notes and other indebtedness that is pari passu to the Senior Notes at a price equal to 100% of the principal amount of the Senior Notes plus accrued but unpaid interest,

if any, to the date of purchase. The Senior Notes Indenture provides the holders of Senior Notes with the benefit of customary covenants limiting the Applicant’s ability and the ability of its restricted subsidiaries to: (a) incur, assume, or guarantee additional debt and issue or sell preferred stock, (b) pay dividends on, redeem or repurchase our capital stock, (c) make investments, (d) create or permit certain liens, (e) use the proceeds from sales of assets and subsidiary stock, (f) enter into transactions with affiliates, (g) incur any indebtedness that is contractually subordinated to the Applicant’s other indebtedness unless subordinated in right of payment to the Senior Notes on substantially identical terms; and (h) consolidate or merge or sell all or substantially all of the Applicant’s assets.

      A more complete general description of certain provisions of the indenture governing the Senior Convertible Notes (the “Senior Convertible Notes Indenture”) to be qualified will be provided at such time as this application is amended to include, among other things, a copy of the Senior Convertible Notes Indenture. The Senior Convertible Notes will mature on March 15, 2011. Interest on the Senior Convertible Notes will accrue at the rate of 10% per annum, payable semi-annually March 15 and September 15 of each year beginning on September 15, 2006. Interest on the Senior Convertible Notes may be paid in cash or kind at the option of the Applicant. The Senior Convertible Notes will be senior unsecured obligations of the Applicant and will be (a) senior in right of payment to all existing and future subordinated indebtedness of the Applicant, including any Existing Notes that are not tendered in the Exchange Offer, (b) effectively (but not expressly) subordinated to the Applicant’s existing and future secured indebtedness and to the extent of the collateral securing that indebtedness and to the existing and future liabilities of the Applicant’s subsidiaries and (c) pari passu in right of payment with the Senior Notes and any future senior indebtedness of the Applicant. None of the Applicant’s subsidiaries will be obligated for the payment of obligations under the Senior Convertible Notes. After August 15, 2006 but before the New Conversion Rights Date (as defined below), the Senior Convertible Notes are convertible, at the option of the holder prior to maturity, into approximately 2.083 shares of Series B Convertible Preferred Stock per $1,000 principal amount of Senior Convertible Notes. On the New Conversion Rights Date, the conversion rights of the Senior Convertible Notes into the Series B Convertible Preferred Stock will automatically change to conversion rights into shares of the Applicant’s common stock at a current conversion price of $0.65 per share, subject to anti-dilution adjustment. After the Senior Notes have been paid in full and the New Conversion Rights Date shall have occurred, the Senior Convertible Notes may be redeemed by the Applicant, in whole or in part, at a redemption price of 100% of the principal amount of the Senior Convertible Notes to be redeemed, plus accrued and unpaid interest on the Senior Convertible Notes to be redeemed to the applicable redemption date. If a change of control occurs, each holder of Senior Convertible Notes will have the right to require the Applicant to repurchase some or all of its Senior Convertible Notes at a purchase price equal to 100% of the principal amount of the Senior Convertible Notes plus accrued and unpaid interest to the date of purchase. “New Conversion Rights Date” means the first date on which both (1) a registration statement registering the resale of the Senior Notes, the Senior Convertible Notes, the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock and common stock issued upon the conversion of the Senior Convertible Notes, Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock has been declared effective and (2) the Applicant’s common shareholders have approved an increase in the aggregate authorized shares of the common stock of Applicant in an amount of at least 140 million shares (subject to adjustment for any stock split, dividend, reclassification or other change in the number of outstanding shares of the common stock prior to such date).

      The Applicant’s obligations with respect to the New Senior Notes and New Senior Convertible Notes will not be guaranteed by a third person or entity.

Contents of Application for Qualification. This Application for Qualification comprises —

      (a) Pages numbered 1 to 10, consecutively (including an attached Exhibit Index).

      (b) The statement of eligibility and qualification of the trustee under the indenture to be qualified: To be supplied by amendment (see Exhibit T3G).

      (c) The following exhibits in addition to those filed as a part of the statement of eligibility and qualification of the trustee:

SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant, PRG-Schultz International, Inc., a Georgia corporation, has duly caused this Application for Qualification to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Atlanta, Georgia, on the 1st day of February, 2006.

Name: Clinton McKellar, Jr.

Title:   Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX