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                                  UNITED STATES
                       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): JUNE 30, 2005
                             -----------------------

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



                                                                          
              GEORGIA                             000-28000                         58-2213805
    (State or Other Jurisdiction          (Commission File Number)                 (IRS Employer
         of Incorporation)                                                      Identification No.)


                         600 GALLERIA PARKWAY, SUITE 100
               (Address of principal executive office) (zip code)

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

                                       N/A
          (Former name or former address, if changed since last report)
                            -------------------------

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.02.  TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

On June 30, 2005, Jonathan Golden, P.C., a wholly owned professional corporation
of  Jonathan  Golden,  a  director  of  PRG-Schultz  International,   Inc.  (the
"Company"),  gave the  Company  thirty  days  notice of the  termination  of its
consulting agreement with the Company. As a result, the agreement will terminate
on July 30, 2005. The month to month agreement called for Jonathan  Golden,  P.C
to provide  the  Company  with  financial  advisory  and  management  consulting
services,  for which it was paid  $5833.33  per month,  subject to either  party
giving  thirty days notice of  termination.  The  agreement  contained  no early
termination  penalties.  Mr.  Golden will continue as a director of the Company,
and the Company expects to continue to use the services of Arnall Golden Gregory
LLP, a law firm in which  Jonathan  Golden,  P.C. is a partner.  A more detailed
description of Mr.  Golden's  relationship  with the Company can be found in the
Company's proxy statement for its 2005 Annual Meeting of shareholders.



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                                   SIGNATURES

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

                                        PRG-SCHULTZ INTERNATIONAL, INC.



Date: June 30, 2005                     By:   /s/ Clinton McKellar, Jr.
                                              -------------------------
                                              Clinton McKellar, Jr.
                                              General Counsel and Secretary






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