SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                    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): August 27, 2002


                         PRG-SCHULTZ INTERNATIONAL, INC.
               (Exact name of registrant as specified in charter)

                        Commission File Number 000-28000


            Georgia                                        58-2213805
(State or other jurisdiction of                (IRS Employer Identification No.)
         incorporation)



     2300 Windy Ridge Parkway
         Suite 100 North
        Atlanta, Georgia                                   30339-8426
(Address of principal executive offices)                   (Zip Code)




        Registrant's telephone number including area code (770) 779-3900




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






Item 5.  Other Events.

On August 27, 2002, PRG-Schultz  International,  Inc. ("PRG-Schultz")  announced
that  Howard   Schultz,   Andrew   Schultz  and  certain  of  their   affiliates
(collectively referred to herein as the "Schultz holders") completed the sale of
approximately   $75.7  million,   or  approximately   8.68  million  shares,  of
PRG-Schultz  common  stock to  certain  affiliates  of  Berkshire  Partners  LLC
("Berkshire")  and Blum Capital  Partners LP  ("Blum"),  and  completed  certain
related transactions.  PRG-Schultz announced that these parties had entered into
agreements  to this effect in its press  release  dated August 19,  2002,  which
press release was also filed as Exhibit 99.2 to PRG-Schultz's  Form 8-K filed on
August 19, 2002 with the Securities and Exchange Commission.  Effective with the
closing of the  transactions,  Howard  Schultz  has  resigned as chairman of the
board of PRG-Schultz,  but remains as a director. Andrew Schultz and Nate Levine
have  also  resigned  as  directors.  John M. Cook has been  elected  as the new
chairman of the board of PRG-Schultz, and the size of the board has been reduced
from 13 to 11.






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                                    SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                           PRG-SCHULTZ INTERNATIONAL, INC.



Date: August 27, 2002      By:/s/  Clinton McKellar, Jr.
                              --------------------------------------------------
                                   Clinton McKellar, Jr., Senior Vice President,
                                   General Counsel and Secretary




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