EXHIBIT 99.1


PRESS RELEASE

PRG-SCHULTZ REPORTS FOURTH QUARTER AND FULL-YEAR 2002 FINANCIAL RESULTS

REVENUES AND EARNINGS IN LINE WITH PREVIOUS OUTLOOK; STRONG INCREASE IN EARNINGS
AND MARGINS OVER Q4 2001; 2003 OUTLOOK REVISED

ATLANTA--(BUSINESS  WIRE)--Feb.  27,  2003--  PRG-Schultz  International,   Inc.
(Nasdaq:PRGX)  today  announced  financial  results  for the fourth  quarter and
full-year 2002,  revised its 2003 full-year  outlook and provided an outlook for
the first quarter 2003.

Fourth Quarter 2002 Financial Highlights

     o    Reported  EPS from  continuing  operations  was  $0.08  per share on a
          diluted basis.
     o    Pro-forma  EPS from  continuing  operations  was  $0.19 per share on a
          diluted basis,  excluding  non-recurring expenses of $10.3 million, or
          $0.08 per diluted share, and transition  expenses of $3.4 million,  or
          $0.03 per diluted share.
     o    Revenues totaled $118.6 million:
     o    Revenues from Accounts Payable Services totaled $104.7 million.
     o    Revenues from Other Ancillary Services totaled $13.9 million.
     o    Operating income margin increased to 8.7% of revenues from 2.5% during
          the fourth  quarter of 2001.  Excluding  non-recurring  and transition
          expenses of $13.7 million,  operating  income margin was 20.2% for the
          fourth quarter of 2002.
     o    EBITDA  margin  (equivalent  to operating  income  margin of 8.7% plus
          depreciation and  amortization of 4.3% of revenues)  improved to 13.0%
          of  revenues  from 8.9% during the fourth  quarter of 2001.  Excluding
          non-recurring and transition expenses of $13.4 million,  EBITDA margin
          was 24.3% for the fourth quarter of 2002.
     o    Cash flow from operating activities increased to $42.8 million for the
          twelve months ended December 31, 2002, from $29.2 million for the same
          period a year ago.

John Cook,  chairman and chief executive  officer of PRG-Schultz  stated,  "I am
proud that  PRG-Schultz  delivered solid fourth quarter and full-year  financial
results which were within the ranges we provided in October.  During a period in
which  we have  been  making  significant  changes  in our US  Accounts  Payable
organization,  and in what has  continued to be a  challenging  environment,  we
achieved  our revenue and  earnings  objectives  for the  quarter,  resulting in
significant year over year improvements in earnings, margins and cash flow."

"2002 was a milestone year for PRG-Schultz.  We created the definitive  industry
leader,  completing the successful integration of PRG and HS&A," Cook continued.
"Our  newly-combined  US Accounts  Payable  organization is now in place, and we
expect  the  integration  of our  US  Retail  and  Commercial  operations  to be
completed  during the first  quarter.  We are very  pleased with the progress we
have  made to date.  Given  the  significant  changes  we are  making  to our US
Commercial model coupled with the continuation of negative market trends in that
business,  and given the increasing uncertainty in the retail industry and other
major  industries we serve, we believe it is prudent to be more  conservative in
our 2003 outlook for our US business.  Our international  business is performing
well,  and we expect to realize our  previous  revenue  growth  outlook in those
markets."


                                       5


Cook added, "We firmly believe that integrating our US Accounts Payable business
will further enable us to leverage our combined industry  expertise,  capitalize
on  broad-scope  audit  opportunities  and better align service  delivery to the
needs and  opportunities  of our  clients.  We will  continue  to  leverage  our
successful  business  model and our market  leadership  to capitalize on what we
believe to be significant  long-term  growth  opportunities,  both in the US and
internationally, and to deliver enhanced value to our shareholders."

Fourth Quarter 2002 Financial Results

Revenues for the fourth  quarter of 2002  totaled  $118.6  million,  compared to
$86.4 million in the fourth  quarter of 2001.  Revenues  from  Accounts  Payable
Services and Other Ancillary  Services totaled $104.7 million and $13.9 million,
respectively,  for the  quarter,  compared to $73.0  million and $13.4  million,
respectively, a year ago.

Reported earnings from continuing operations for the fourth quarter of 2002 were
$5.1  million,  or  $0.08  per  diluted  share,  compared  to $0.1  million,  or
approximately  breakeven,  in the fourth  quarter  of 2001.  As  required  under
generally accepted  accounting  principles,  after-tax interest and amortization
expense related to the Company's convertible notes of approximately $1.0 million
and $4.2 million,  respectively,  for the fourth  quarter and full-year 2002 has
been  added back to  earnings  from  continuing  operations  for the  purpose of
calculating diluted earnings per share. Correspondingly,  the approximately 16.1
million  common shares into which the  convertible  notes can be exchanged  have
been added to the diluted share count for both the fourth  quarter and full-year
2002.

Operating income (EBIT) totaled $10.3 million, or 8.7% of revenues,  compared to
$2.2  million,  or 2.5% of  revenues,  in the same  period a year ago.  Earnings
before interest,  taxes,  depreciation  and amortization  (EBITDA) totaled $15.4
million, or 13.0% of revenues,  compared to $7.7 million, or 8.9% of revenues in
the fourth quarter of 2001.  EBITDA is the equivalent of operating income (EBIT)
of $10.3 million plus depreciation and amortization of $5.1 million.

Excluding  non-recurring  expenses of $10.3 million,  or $0.08 per diluted share
after-tax,  and transition  expenses of $3.4 million, or $0.03 per diluted share
after-tax,  earnings from  continuing  operations for the fourth quarter of 2002
were $13.7 million, or $0.19 per diluted share. Excluding both non-recurring and
transition  expenses,  operating  income  totaled  $24.0  million,  or  20.2% of
revenues, and EBITDA totaled $28.8 million, or 24.3% of revenues.

Schedules 3 and 4 provide summary financial  results from continuing  operations
for the fourth quarter and full-year 2002 and 2001 by operating  segment on both
a reported and pro-forma basis.  Schedule 5 provides a reconciliation  of EBITDA
and Operating Income.

Full-Year 2002 Financial Results

Revenues for the  full-year  2002  totaled  $463.3  million,  compared to $314.0
million for the full-year  2001.  Revenues from  Accounts  Payable  Services and
Other Ancillary Services totaled $408.9 million and $54.4 million, respectively,
compared to $259.3 million and $54.7 million, respectively, a year ago.

Reported earnings from continuing  operations before the cumulative effect of an
accounting  change  for the  full-year  2002 were  $27.6  million,  or $0.40 per
diluted share,  compared to $2.3 million,  or $0.05 per diluted  share,  for the
full-year 2001.

New Accounting Pronouncements

Effective January 1, 2002, the Company implemented SFAS 142, "Goodwill and Other
Intangible  Assets." SFAS 142 requires  that an  intangible  asset with a finite
life be amortized  over its useful life,  and that an  intangible  asset with an


                                       6


infinite  life and goodwill  not be  amortized  but  evaluated  for  impairment.
Accordingly,  results for the fourth  quarter and full-year  2002 do not include
any goodwill  amortization.  For purposes of comparison,  goodwill  amortization
expense  totaled $2.3  million,  or $0.03 per diluted  share  after-tax,  in the
fourth quarter of 2001 and $9.3 million,  or $0.13 per diluted share  after-tax,
for the  full-year  2001. As previously  reported,  in accordance  with SFAS 142
implementation  guidance,  the Company recorded a non-cash,  after-tax  goodwill
impairment charge of $17.2 million in 2002 as a cumulative effect of a change in
accounting principle.

The Company also adopted SFAS 145,  "Rescission of FASB  Statements  Nos. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical  Corrections," for its
fiscal year ended December 31, 2002 and, as such, reclassified the extraordinary
loss of $1.6 million, net of income taxes recorded in the fourth quarter of 2001
resulting from the early  termination of its former $200.0 million senior credit
facility  from an  extraordinary  item to selling,  general  and  administrative
expense.  The  extraordinary  loss consisted of the write-off of $2.6 million in
unamortized deferred loan costs, net of an income tax benefit of $1.0 million.

Cash Flow, DSOs and Capital Expenditures

Net cash from operating activities for the twelve months ended December 31, 2002
improved to approximately $42.8 million, compared to $29.2 million in 2001.

Company-wide, Days Sales Outstanding (DSOs) for the fourth quarter of 2002 stood
at 53 days,  compared to 55 days a year ago. DSOs for Accounts  Payable Services
were 59 days, compared to 60 days a year ago.  Company-wide DSOs were lower than
those for Accounts  Payable  Services,  as two of the three business units which
comprise the Other Ancillary Services reporting segment are on the cash basis of
revenue  recognition  in  accordance  with  Securities  and Exchange  Commission
guidance.

Capital expenditures  totaled  approximately $5.2 million for the fourth quarter
of 2002 and $24.6  million  for the full year 2002.  Capital  expenditures  were
significantly  higher in 2002  than the  company  estimates  for 2003 due to the
acquisition  and integration of HS&A, as well as the relocation of the Company's
corporate  headquarters in 2002. Capital expenditures in 2003 are expected to be
in the range of $13 - $15 million.

Share Repurchases

On October 28,  2002,  the Company  announced  that its Board of  Directors  has
authorized  the  repurchase of up to $50 million of  PRG-Schultz  common shares.
Purchases may be made in the open market or in privately negotiated transactions
from time to time and will depend on market conditions,  business  opportunities
and other factors.  During the fourth quarter 2002, the Company  repurchased 0.8
million shares for approximately $7.5 million.  The Company funded the purchases
and anticipates funding future purchases through a combination of cash flow from
operations and borrowings under the Company's senior bank credit facility.

Included in this  authorization is the possibility of the Company exercising its
second  option to  purchase  up to  approximately  1.45  million  shares from an
affiliate of PRG-Schultz  director  Howard Schultz,  as previously  announced in
August 2002.

2003 Outlook

Cook said,  "To reflect the  challenges in our US business,  and the  increasing
uncertainty  in the major  industries  we serve,  we are  lowering  our  revenue
expectations  for 2003.  We are also  adjusting  our  earnings  expectations  to
reflect this reduction,  as well as some  additional  integration and consulting
costs we will incur to effectively execute on the combination of our US Accounts
Payable businesses,  which are expected to total approximately $0.03 per diluted
share.  We continue to expect  revenue  growth of 18 - 22% in our  international
Accounts  Payable  business in 2003 and fully intend to capitalize on the strong
growth opportunities in international markets through increased investments."


                                       7


Full-year 2003

For the full-year 2003,  total revenues from continuing  operations are expected
to range from $465 - $477 million.  Revenues from Accounts  Payable Services are
estimated  to range from $412 - $424  million.  Revenues  from  Other  Ancillary
Services are estimated to approximate $53 million.

Diluted earnings per share from continuing operations are expected to range from
$0.62  -  $0.67  in  2003.   This  range  reflects  an  earnings   reduction  of
approximately $0.03 per diluted share for additional  integration and consulting
expenses to effect the  combination  of the US Accounts  Payable  business,  the
majority of which is expected to be incurred in the first half of 2003.

The Company  anticipates  generating  operating  income in the range of $80 - 85
million, or 17 - 18% of revenues in 2003. EBITDA,  which equals operating income
less depreciation and amortization, is expected to be in the range of $98 - $103
million, or 21 - 22% of revenues.

First Quarter 2003

For the first  quarter  2003,  total  revenues from  continuing  operations  are
expected  to range from $107 - $109  million.  Revenues  from  Accounts  Payable
Services  are  estimated to range from $93 - $95  million.  Revenues  from Other
Ancillary Services are estimated to approximate $14 million.

Diluted earnings per share from continuing operations are expected to range from
$0.07 - $0.08 in the first  quarter of 2003.  This range  reflects  an  earnings
reduction of  approximately  $0.01 - $0.02 per diluted share in connection  with
the completion of the integration of the US Accounts Payable operations.

The Company noted that, compared to 2002, it expects a greater portion of annual
revenues  and  earnings for 2003 to be generated in the second half of the year,
which is more representative of the Company's historical experience.

Conference Call and Webcast Information

PRG-Schultz will hold a conference call today,  February 27, 2003 at 10 a.m. ET.
Listeners in the U.S.  and Canada  should dial  800.374.0518  at least 5 minutes
prior to the  start of the  conference.  Listeners  outside  the U.S.  or Canada
should dial  706.643.1837.  To access the conference call,  provide the leader's
name 'John Cook', reference the Company, and provide the passcode 'PRGX.'

The  teleconference  will also be  audiocast  on the  Internet at  www.prgx.com.
Microsoft  Windows  Media Player is required to access the  audiocast and can be
downloaded from www.microsoft.com/windows/mediaplayer.

About PRG-Schultz International, Inc.

Headquartered in Atlanta,  PRG-Schultz International,  Inc. (PRG-Schultz) is the
world's  leading  provider  of  recovery  audit  services.  PRG-Schultz  employs
approximately  3,500  employees,  providing  clients in over 40  countries  with
insightful  value to optimize and expertly  manage their business  transactions.
Using proprietary software and expert audit methodologies,  PRG-Schultz industry
specialists  review  client  invoices,  purchase  orders,  receiving  documents,
databases,  and correspondence files to recover lost profits due to overpayments
or  under-deductions.  PRG-Schultz is retained on a  pay-for-performance  basis,
receiving a percentage of each dollar recovered.

Forward Looking Statements

Statements  made in this news release  which look forward in time involve  risks
and uncertainties and are  forward-looking  statements within the meaning of the
Private  Securities  Litigation Reform Act of 1995. Such risks and uncertainties


                                       8


include the following: (i) if the current economic slowdown worsens, our clients
may not make  sufficient  levels of  purchases  from  which to deduct  our claim
findings and we therefore may be unable to recognize anticipated revenues,  (ii)
the  bankruptcy of any of our larger  clients,  or of any such  clients'  larger
customers or  suppliers,  could impair  then-existing  accounts  receivable  and
reduce  expected  future  revenues from such  clients,  (iii)  modifications  to
auditor  compensation  models may  negatively  impact  employee  retention,  and
therefore,  our ability to generate revenues, (iv) the businesses comprising the
other  ancillary  services  segment  may require  additional  time and effort of
Company executives and additional Company resources to help them achieve desired
profitability  and may distract  management from its focus on the Company's core
accounts payable business, and there is no guaranty that the Company can operate
these businesses efficiently and profitably,  (v) we may not achieve anticipated
expense  savings,  (vi)  our past  and  future  investments  in  technology  and
e-commerce may not benefit our business,  (vii) our accounts payable  businesses
may not grow as  expected,  and we may not be able to  increase  the  number  of
clients,  particularly commercial,  utilizing broad-scope audits, and (viii) our
international expansion may prove unprofitable,  and (ix) the integration of our
US Retail and US Commercial Accounts Payable operations may adversely affect our
ability to generate  anticipated  revenues and profits and may not be successful
or may require  more time,  management  attention  or expense  than we currently
anticipate.  Other risks and uncertainties  that may affect our business include
(i) the  possibility of an adverse  judgment in pending  securities  litigation,
(ii) potential timing issues that could delay revenue recognition,  (iii) future
weakness in the  currencies  of  countries in which we transact  business,  (iv)
changes in economic cycles,  (v) competition from other companies,  (vi) changes
in  governmental  regulations  applicable  to us,  and and  other  risk  factors
discussed in our  Securities  and Exchange  Commission  filings,  including  the
Company's  Form 10-Q as filed with the  Securities  and Exchange  Commission  on
November  13, 2002 and  post-effective  amendment to Form S-3, as filed with the
Securities and Exchange  commission on October 29, 2002.  The Company  disclaims
any obligation or duty to update or modify these forward-looking statements.



                                       9




                              SCHEDULE 1
           PRG-Schultz International, Inc. and Subsidiaries
           Condensed Consolidated Statements of Operations
            (Amounts  in thousands, except per share data)
                             (Unaudited)




                                                   
                                    Three Months      Twelve Months
                                 Ended December 31, Ended December 31,
                                  ----------------- ------------------
                                     2002     2001     2002     2001
                                  -------- -------- -------- --------

Revenues                          $118,598 $ 86,373 $463,297 $314,025
Cost of revenues                    68,793   50,118  265,488  180,519
Selling, general and
 administrative expenses            39,537   34,102  144,724  118,902
                                   -------- -------- -------- --------

Operating income                    10,268    2,153   53,085   14,604

Interest (expense), net             (2,181)  (1,105)  (9,339)  (8,903)
                                   -------- -------- -------- --------

Earnings from continuing
 operations before income taxes,
 discontinued operations and
 cumulative effect of accounting
 change                              8,087    1,048   43,746    5,701

Income taxes                         2,992      906   16,186    3,363
                                   -------- -------- -------- --------

Earnings from continuing
 operations before discontinued
 operations and cumulative effect
 of accounting change operations
 and cumulative effect of
 accounting change                   5,095      142   27,560    2,338

Discontinued operations:
Loss from discontinued operations,
 net of income taxes                     -   (1,991)       -   (3,294)

Gain (loss) on disposal /
 retention of discontinued
 operations including operating
 results for phase-out period, net
 of income taxes                         -  (53,948)   2,716  (82,755)
                                   -------- -------- -------- --------

Gain (loss) from discontinued
 operations                              -  (55,939)   2,716  (86,049)
                                   -------- -------- -------- --------





Earnings (loss) before cumulative
 effect of accounting change         5,095  (55,797)  30,276  (83,711)

Cumulative effect of accounting
 change, net of income taxes             -        -  (17,208)       -
                                   -------- -------- -------- --------

Net earnings (loss)               $  5,095 $(55,797)$ 13,068 $(83,711)
                                   ======== ======== ======== ========

Basic earnings (loss) per share:
Earnings from continuing
 operations before discontinued
 operations and cumulative effect
 of accounting change             $   0.08 $      - $   0.44 $   0.05
Discontinued operations                  -    (1.15)    0.04    (1.78)
Cumulative effect of accounting
 change                                  -        -    (0.27)       -
                                   -------- -------- -------- --------
Net earnings (loss)               $   0.08 $  (1.15)$   0.21 $  (1.73)
                                   ======== ======== ======== ========

Diluted earnings (loss) per share:
Earnings from continuing
 operations before discontinued
 operations and cumulative effect
 of accounting change             $   0.08 $      - $   0.40 $   0.05
Discontinued operations                  -    (1.14)    0.03    (1.77)
Cumulative effect of accounting
 change                                  -        -    (0.21)       -
                                   -------- -------- -------- --------
Net earnings (loss)               $   0.08 $  (1.14)$   0.22 $  (1.72)
                                   ======== ======== ======== ========

Weighted average shares
 outstanding:
Basic                               62,961   48,645   62,702   48,298
                                   ======== ======== ======== ========
Diluted                             79,652   48,899   79,988   48,733
                                   ======== ======== ======== ========









                              SCHEDULE 2
           PRG-Schultz International, Inc. and Subsidiaries
                Condensed Consolidated Balance Sheets
                       (Amounts  in thousands)
                             (Unaudited)



                                                       

                                            December 31, December 31,
                                                2002         2001
                                            ----------- ------------
                                  ASSETS
Current assets:
Cash and cash equivalents                    $    14,860 $     33,334
Receivables:
Contract receivables                              69,976       52,851
Employee advances and miscellaneous
 receivables                                       3,600        4,917
                                              ----------- ------------
        Total receivables                         73,576       57,768
                                              ----------- ------------
Funds held for client obligations                  9,043        8,784
Prepaid expenses and other current assets          4,068        4,860
Deferred income taxes                             25,930       21,216
                                              ----------- ------------
        Total current assets                     127,477      125,962
Property and equipment                            35,057       24,529
Noncompete agreements                                 93          188
Deferred loan costs                                1,011          875
Goodwill                                         371,833      196,820
Intangible assets                                 36,214            -
Deferred income taxes                             10,628       20,048
Other assets                                       3,467       10,838
                                              ----------- ------------
         Total assets                        $   585,780 $    379,260
                                              =========== ============


                     LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable                                $         - $     11,564
Current installments of long-term debt             5,527           20
Obligation for client payables                     9,043        8,784
Accounts payable and accrued expenses             24,269       23,937
Accrued payroll and related expenses              50,411       37,089
Deferred revenue                                   2,665        4,581
                                              ----------- ------------
        Total current liabilities                 91,915       85,975
Long-term debt, excluding current
 installments                                     26,363            -
Convertible notes, net of unamortized
 discount of $3,509 in 2002
 and $3,834 in 2001                              121,491      121,166
Deferred compensation                              4,011        4,024
Other long-term liabilities                        4,115            -
                                              ----------- ------------
        Total liabilities                        247,895      211,165
                                              ----------- ------------






Shareholders' equity:
Preferred stock                                        -            -
Common stock                                          67           51
Additional paid-in capital                       491,894      320,126
Accumulated deficit                             (110,678)    (123,746)
Accumulated other comprehensive loss              (1,601)      (6,385)
Less treasury stock at cost                      (41,182)     (21,024)
Unearned portion of restricted stock                (615)        (927)
                                              ----------- ------------
        Total shareholders' equity               337,885      168,095
                                              ----------- ------------

                                              ----------- ------------
         Total liabilities and shareholders'
          equity                             $   585,780 $    379,260
                                              =========== ============










                              SCHEDULE 3
                  PRG-Schultz International, Inc. and
                             Subsidiaries
               Summary Reported and Pro-Forma Operating
              Segment Results from Continuing Operations
                              (Unaudited)



                                            

Three Months Ended December 31
(in thousands except earnings per share  data)
- ----------------------------------------------------------------------
                                           2002
                -----------------------------------------------------
                      As Reported      Non-   Transition  Pro-Forma
                                     Recurring Expenses
                                     Expenses
                -----------------------------------------------------
                      $     % Rev.        $         $      $   % Rev.
                -----------------------------------------------------
Accounts Payable Services
- -------------------------

Revenues            $ 104,699                           $104,699
Operating Income    $  30,997  29.6%  $   125   $   401 $ 31,523 30.1%
                -----------------------------------------------------

Other Ancillary Services
- ------------------------

Revenues            $  13,899                           $ 13,899
Operating Income    $   2,011  14.5%  $     0   $     0 $  2,011 14.5%
                -----------------------------------------------------
Corporate Support
- --------------------

Operating Income     ($22,740)-19.2%  $10,166   $ 3,003  ($9,571)-8.1%
                -----------------------------------------------------
Total
- --------------------
Revenues            $ 118,598                           $118,598
Operating Income    $  10,268   8.7%  $10,291   $ 3,404 $ 23,963 20.2%

Earnings from
Continuing
 Operations         $   5,095   4.3%  $ 6,483   $ 2,145 $ 13,723 11.6%

Diluted Earnings Per
 Share from
 Continuing
 Operations         $    0.08         $  0.08   $  0.03 $   0.19

Diluted Shares         79,652          79,652    79,652   79,652
                -----------------------------------------------------





                                         2001
                -----------------------------------------------------
                   As Reported      Non-     Goodwill     Pro-Forma
                                  Recurring Amortization
                                  Expenses
                -----------------------------------------------------
                      $  % Rev.          $         $       $  % Rev.
                -----------------------------------------------------
Accounts Payable Services
- --------------------------

Revenues         $  72,965                              $ 72,965
Operating Income $  13,315  18.2%  $ 2,347      $ 1,931 $ 17,593 24.1%
                -----------------------------------------------------
Other Ancillary Services
- --------------------------
Revenues         $  13,408                              $ 13,408
Operating Income $     582   4.3%  $ 1,522      $   415 $  2,519 18.8%
                -----------------------------------------------------
Corporate Support
- -----------------

Operating Income  ($11,744)-13.6%  $ 4,529         ($93) ($7,308)-8.5%
                -----------------------------------------------------
Total
- -----------------
Revenues         $  86,373         $     0      $     0 $ 86,373
Operating Income $   2,153   2.5%  $ 8,398      $ 2,253 $ 12,804 14.8%

Earnings from
Continuing
 Operations      $     142   0.2%  $ 4,317      $ 1,549 $  6,008  7.0%

Diluted Earnings
 Per Share from
 Continuing
 Operations      $    0.00         $  0.09      $  0.03 $   0.12

Diluted Shares      48,899          48,899       48,899   48,899
                -----------------------------------------------------


Note:  Diluted Earnings Per Share Excludes Discontinued Operations.










                              SCHEDULE 4
           PRG-Schultz International, Inc. and Subsidiaries
           Summary Reported and Pro-Forma Operating Segment
                  Results from Continuing Operations
                              (Unaudited)



                                            
Twelve Months Ended December 31
(in thousands except earnings per share data)
- ----------------------------------------------------------------------
                                       2002
                -----------------------------------------------------
                    As Reported      Non-   Transition   Pro-Forma
                                   Recurring Expenses
                                   Expenses
                -----------------------------------------------------
                     $     % Rev.      $         $        $    % Rev.
                -----------------------------------------------------
Accounts Payable Services
- ----------------------------------

Revenues         $ 408,900                            $ 408,900
Operating Income $ 112,529   27.5%  $ 1,775   $ 3,772 $ 118,076  28.9%
                -----------------------------------------------------
Other Ancillary Services
- ----------------------------------
Revenues         $  54,397                            $  54,397
Operating Income $   8,292   15.2%  $     0   $     0 $   8,292  15.2%
                -----------------------------------------------------
Corporate Support
- -----------------

Operating Income  ($67,736) -14.6%  $12,279   $16,679  ($38,778) -8.4%
                -----------------------------------------------------
Total
- -----------------
Revenues         $ 463,297                            $ 463,297
Operating Income $  53,085   11.5%  $14,054   $20,451 $  87,590  18.9%

Earnings from
Continuing
 Operations      $  27,560    5.9%  $ 8,854   $12,884 $  49,298  10.6%

Diluted Earnings
 Per Share from
 Continuing
 Operations      $    0.40          $  0.11   $  0.16 $    0.67

Diluted Shares      79,988           79,988    79,988    79,988
                -----------------------------------------------------







                                         2001
                -----------------------------------------------------
                As Reported      Non-     Goodwill       Pro-Forma
                               Recurring Amortization
                               Expenses
                -----------------------------------------------------
                   $   % Rev.      $          $           $   % Rev.
                -----------------------------------------------------
Accounts Payable Services
- ----------------------

Revenues     $ 259,264                               $ 259,264
Operating
 Income      $  51,493   19.9%  $ 2,516      $ 7,721 $  61,730   23.8%
                -----------------------------------------------------
Other Ancillary Services
- ----------------------
Revenues     $  54,761                               $  54,761
Operating
 Income      $   1,299    2.4%  $ 4,706      $ 1,653 $   7,658   14.0%
                -----------------------------------------------------
Corporate Support
- -------------

Operating
 Income       ($38,188) -12.2%  $ 5,160         ($33) ($33,061) -10.5%
                -----------------------------------------------------
Total
- -------------
Revenues     $ 314,025          $     0      $     0 $ 314,025
Operating
 Income      $  14,604    4.6%  $12,382      $ 9,341 $  36,327   11.6%

Earnings from
Continuing
 Operations  $   2,338    0.7%  $ 6,198      $ 6,398 $  14,934    4.8%

Diluted
 Earnings Per
 Share from
 Continuing
 Operations  $    0.05          $  0.13      $  0.13 $    0.31

Diluted
 Shares         48,733           48,733       48,733    48,733
                -----------------------------------------------------


Note:  Diluted Earnings Per Share Excludes Discontinued Operations
 and Cumulative Effect of Accounting Change (2002).










                              SCHEDULE 5
           PRG-Schultz International, Inc. and Subsidiaries
    Summary EBITDA and Operating Income from Continuing Operations
                            Reconciliation



                                                 
(in thousands)                                  (Unaudited)


                                    Three Months      Twelve Months
                                 Ended December 31, Ended December 31,
                                 ------------------------------------
                                   2002     2001      2002     2001
                                  ------- --------- --------- -------

Operating Income                  $10,268 $   2,153 $  53,085 $14,604

Add-back:
Depreciation and Amortization     $ 5,111 $   5,509 $  18,503 $21,865
- ---------------------------------- ------- --------- --------- -------

EBITDA                            $15,379 $   7,662 $  71,588 $36,469

Add-back:
Non-Recurring Expenses            $ 9,986 $   8,398 $  13,079 $12,382
Transition Expenses               $ 3,404 $       - $  18,755 $     -
- ---------------------------------- ------- --------- --------- -------

EBITDA Excluding Non-Recurring &
Transition Expenses               $28,769 $  16,060 $ 103,422 $48,851


EBITDA as % of Revenues              13.0%      8.9%     15.5%   11.6%

EBITDA Excluding Non-Recurring &
Transition Expenses as % of
 Revenues                            24.3%     18.6%     22.3%   15.6%



SOURCE: PRG-Schultz International, Inc.







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