EXHIBIT NUMBER 99.1


NEWS RELEASE
FOR IMMEDIATE RELEASE


            PRG-SCHULTZ REPORTS FIRST QUARTER 2003 FINANCIAL RESULTS

                         EPS FROM CONTINUING OPERATIONS
        IN LINE WITH PREVIOUS EXPECTATIONS; REVENUES IMPACTED BY WEAKNESS
                        IN US ACCOUNTS PAYABLE BUSINESS;
                     CASH FLOW FROM OPERATIONS INCREASED 55%

ATLANTA, APRIL 28, 2003 - PRG-Schultz  International,  Inc. (Nasdaq: PRGX) today
announced  financial  results  for the  first  quarter  2003,  updated  its 2003
full-year outlook and provided an outlook for the second quarter 2003.

FIRST QUARTER 2003 FINANCIAL HIGHLIGHTS

o    Earnings from continuing operations were $0.07 per diluted share.
o    Revenues totaled $100.6 million:
     o    Revenues from Accounts Payable Services totaled $84.5 million.
     o    Revenues from Other Ancillary Services totaled $16.1 million.
o    Operating  income margin was 9.1% of revenues for the quarter,  compared to
     9.9% a year ago.
o    EBITDA margin  (equivalent  to operating  income margin of 9.1% of revenues
     plus  depreciation  and  amortization  of 4.1% of  revenues)  was  13.2% of
     revenues for the quarter, compared to 14.6% (equivalent to operating income
     margin of 9.9% of revenues plus  depreciation  and  amortization of 4.7% of
     revenues) a year ago.
o    Cash flow from  operating  activities  increased  to $12.7  million for the
     three months ended March 31, 2003,  from $8.2 million for the same period a
     year ago.
o    The Company incurred approximately $0.8 million, or $0.01 per diluted share
     in expenses  associated  with the  integration  of its US Accounts  Payable
     Services operations.

John Cook,  chairman and chief executive officer of PRG-Schultz  stated, "We are
pleased that we met our earnings  objectives despite weakness in our US Accounts
Payable Services revenues.  Our international Accounts Payable Services business
performed substantially in line with our expectations, and we continue to expect
strong international  growth for the remainder of 2003 and beyond.  Furthermore,
revenues and earnings from Meridian VAT Reclaim were  significantly  higher than
planned due to unexpected volumes of cash-basis revenue collections from certain
VAT  authorities,  yielding  higher  than  expected  results  overall  for Other
Ancillary Services.  We are also pleased that we generated strong cash flow from
operations  of $12.7  million for the quarter,  representing  an increase of 55%
over the  same  period  last  year and that we  further  executed  on our  share
repurchase program."

The Company noted that while revenues from US Commercial accounts approached the
Company's  previous  expectations,  it  encountered  significant  and unexpected
difficulties in US Retail accounts late during the quarter, with billings in the
month of March  falling  significantly  short of  expectations.  Although  claim
production  volumes  remained  substantially  intact,  conversion  of  claims to
revenues was significantly impacted by widespread caution on the part of many of
the Company's clients. Several large clients revisited their respective internal
claim  processing  and submission  guidelines in light of the highly  publicized
inquiries by the  Securities  and  Exchange  Commission  and other  governmental
entities concerning the accounting for vendor-supplied  promotional  allowances.
This  development  was recognized late in the quarter due, in part, to the rapid
nature of its unfolding.

FIRST QUARTER 2003 FINANCIAL RESULTS
Revenues  for the first  quarter of 2003  totaled  $100.6  million,  compared to
$110.3  million in the first quarter of 2002.  Revenues  from  Accounts  Payable
Services and Other Ancillary  Services  totaled $84.5 million and $16.1 million,
respectively,  for the  quarter  compared to $97.5  million  and $12.8  million,
respectively,  a year ago. The  year-over-year  decrease of approximately 13% in
Accounts  Payable  Services  revenues was due to a decrease in revenues from the
Company's US Accounts Payable Services operations,  which declined approximately
22% year-over-year.  Revenues from the Company's  international Accounts Payable


                                       5


Services operations  increased  approximately 15%. Revenues from Other Ancillary
Services   increased  26%   year-over-year,   due  to  the   generation  of  the
higher-than-expected revenues in the Company's Meridian VAT Reclaim business, as
well as year-over-year  increases in revenues from the  Communications  Services
business.

Reported earnings from continuing  operations for the first quarter of 2003 were
$4.3 million, or $0.07 per diluted share, compared to $5.4 million, or $0.08 per
diluted  share,  in the first  quarter  of 2002.  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 has
been  added back to  earnings  from  continuing  operations  for the  purpose of
calculating  diluted  earnings per share for both the first  quarter of 2003 and
the first  quarter of 2002.  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 first  quarter  of 2003 and the first
quarter of 2002.

Operating income (EBIT) totaled $9.2 million,  or 9.1% of revenues,  compared to
$10.9  million,  or 9.9% of  revenues,  in the same period a year ago.  Earnings
before interest,  taxes,  depreciation  and amortization  (EBITDA) for the first
quarter of 2003 totaled $13.3 million,  or 13.2% of revenues,  compared to $16.1
million,  or 14.5% of  revenues,  in the first  quarter  of 2002.  EBITDA is the
equivalent  of operating  income  (EBIT) of $9.2 million plus  depreciation  and
amortization  of $4.1  million for the first  quarter of 2003 and $10.9  million
plus  depreciation  and  amortization  of $5.2 million for the first  quarter of
2002.

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
infinite life and goodwill not be amortized but evaluated for impairment. During
the second quarter of 2002, the Company and its advisors  completed the required
transitional  testing and determined that $28.3 million  goodwill  pertaining to
the Other  Ancillary  Services  segment was  impaired as of January 1, 2002.  In
accordance  with  generally  accepted  accounting   principles,   this  non-cash
impairment  charge in the  amount of $17.2  million  on an  after-tax  basis was
recorded as a cumulative effect of a change in accounting principle, retroactive
to January 1, 2002.

During the first quarter of 2003,  the Company  recorded an after-tax  gain from
discontinued  operations of $0.3 million to reflect  receipt of a portion of the
revenue-based royalty from the sale of the Logistics Management Services segment
in  October  2001  as  adjusted  for  certain  expenses  accrued  as part of the
estimated loss on the sale of the segment. During the first quarter of 2002, the
Company recorded a non-cash, after-tax gain from discontinued operations of $2.3
million, as required by generally accepted accounting principles,  to return the
accounting for the  previously  discontinued  operations to the historical  cost
basis.

Schedule 3 provides summary financial results from continuing operations for the
first  quarter  2003  and 2002 by  operating  segment.  Schedule  4  provides  a
reconciliation of EBITDA and Operating Income.

CASH FLOW, DSOS AND CAPITAL EXPENDITURES
Net cash from  operating  activities  for the three  months ended March 31, 2003
improved to approximately $12.7 million, compared to $8.2 million in 2002.

Company-wide,  Days Sales Outstanding (DSOs) for the first quarter of 2003 stood
at 53 days,  unchanged from a year ago. DSOs for Accounts  Payable Services were
61 days, compared to 56 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 $3.5 million for the first quarter of
2003,  compared  to  $5.7  million  in  the  same  period  a year  ago.  Capital
expenditures were  significantly  higher for the full year 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.  The Company
continues to expect capital expenditures in 2003 to be in the range of $13 - $15
million.


                                       6



SHARE REPURCHASES
On  October  28,  2002,  the  Company  announced  that its  Board  of  Directors
authorized the  repurchase of up to $50.0 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 first  quarter  2003,  the  Company  repurchased
688,300 shares for approximately $5.0 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. There
remains  approximately  $37.5 million of share  repurchases  available under the
authorization.

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. This second option expires on May 9, 2003.

CLIENT BANKRUPTCY
On April 1, 2003, one of the Company's  larger US Accounts Payable clients filed
for Chapter 11  Bankruptcy  Reorganization.  During the quarter  ended March 31,
2003, the Company received $5.5 million in payments on account from this client.
A portion of these payments might be recoverable as "preference  payments" under
United  States  bankruptcy  laws.  It is not  possible at this point to estimate
whether a claim for repayment  will ever be asserted and, if so,  whether and to
what extent it may be successful.  Accordingly,  neither the Company's financial
statements  for the  quarter  ended  March  31,  2003,  nor its  forward-looking
guidance  contained  herein  include any expense  provision with respect to this
matter.  Should a preference payment claim be asserted against the Company,  the
Company will vigorously defend against it.

2003 OUTLOOK
The Company noted that it is lowering its revenue and earnings  expectations for
2003,  reflecting the revenue  shortfall in the first quarter and the challenges
the Company is experiencing  in its US Retail  business,  including  anticipated
future  revenue  losses as a result of the  bankruptcy  of one of the  Company's
larger clients.  The Company  expects,  however,  to maintain its estimates with
respect to operating income and EBITDA as a percentage of revenues.  The Company
continues to expect strong revenue growth from its  international  operations of
18% - 22% and our current  outlook  continues to reflect  overall  growth in our
diluted earnings per share from continuing operations of approximately 45% - 60%
as well as increased operating cash flow in 2003 over 2002.

Full-year 2003
For the full-year 2003,  total revenues from continuing  operations are expected
to range from $445 - $455 million.  Revenues from Accounts  Payable Services are
estimated  to range from $386 - $396  million.  Revenues  from  Other  Ancillary
Services are estimated to approximate $59 million.

Diluted earnings per share from continuing operations are expected to range from
$0.58 - $0.64 in 2003.

The Company  anticipates  generating  operating income in the range of $75 - $80
million,  or approximately 17% - 18% of revenues in 2003.  EBITDA,  which equals
operating income plus depreciation and amortization  (currently  estimated to be
approximately $18 million for 2003), is expected to be in the range of $93 - $98
million, or 21% - 22% of revenues.

Second Quarter 2003
For the second  quarter 2003,  total  revenues from  continuing  operations  are
expected  to range  from $106 - 109  million.  Revenues  from  Accounts  Payable
Services  are  estimated  to range from $89 - 92  million.  Revenues  from Other
Ancillary Services are estimated to approximate $17 million.

Diluted   earnings  per  share  from  continuing   operations  are  expected  to
approximate $0.09 - $0.10 in the second quarter of 2003.

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.



                                       7




CONFERENCE CALL AND WEBCAST INFORMATION
PRG-Schultz  will hold a  conference  call today,  April 28, 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
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)
we may experience revenue losses or delays as a result of our clients' potential
revision of claim approval and claim processing guidelines, (iii) 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, (iv) a portion of $5.5 million in payments on
account from a bankrupt client of the Company  received during the quarter ended
March 31, 2003 might be recoverable as "preference payments" under United States
bankruptcy  laws  and,  if so,  would  result  in the  recording  of an  expense
provision in the Company's  financial  statements,  (v) modifications to auditor
compensation models may negatively impact employee retention, and therefore, our
ability to generate revenues, (vi) 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
Services business,  and there is no guarantee that the Company can operate these
businesses  efficiently  and  profitably,  (vii) we may not achieve  anticipated
expense savings,  (viii) we have violated our debt covenants in the past and may
inadvertently  do so in the  future,  (ix) our past and  future  investments  in
technology and e-commerce may not benefit our business, (x) our Accounts Payable
Services businesses may not grow as expected, and we may not be able to increase
the number of clients,  particularly  commercial clients,  utilizing broad-scope
audits, (xi) our international  expansion may prove unprofitable,  and (xii) the
integration of our US Accounts Payable Services  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 other risk
factors discussed in our Securities and Exchange Commission  filings,  including
the Company's Form 10-K as filed with the Securities and Exchange  Commission on
March 17, 2003. The Company disclaims any obligation or duty to update or modify
these forward-looking statements.

                                      # # #


CONTACT:  Leslie H. Kratcoski
          Investor Relations
          (770) 779-3099


                                       8




                                                                                 
                                               SCHEDULE 1
                            PRG-SCHULTZ INTERNATIONAL, INC. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                               (UNAUDITED)
                                                                               THREE MONTHS
                                                                             ENDED MARCH 31,
                                                                 -----------------------------------------
                                                                        2003                  2002
                                                                 -------------------    ------------------

Revenues                                                           $    100,645           $     110,286
Cost of revenues                                                         61,930                  63,248
Selling, general and administrative expenses                             29,551                  36,141
                                                                 -------------------    ------------------
     Operating income                                                     9,164                  10,897

Interest (expense), net                                                  (2,212)                 (2,245)
                                                                 -------------------    ------------------
     Earnings from continuing operations before income taxes,
       discontinued operations and cumulative effect of
       accounting change                                                  6,952                   8,652

Income taxes                                                              2,607                   3,287
                                                                 -------------------    ------------------
     Earnings from continuing operations before discontinued
       operations and cumulative effect of accounting change              4,345                   5,365

Discontinued operations:
     Gain on disposal / retention of discontinued operations,
       net of income taxes                                                  324                   2,310
                                                                 -------------------    ------------------
     Gain from discontinued operations                                      324                   2,310
                                                                 -------------------    ------------------
     Earnings before cumulative effect of accounting change               4,669                   7,675

Cumulative effect of accounting change, net of income taxes                   -                 (17,208)
                                                                 -------------------    ------------------
     Net earnings (loss)                                           $      4,669           $      (9,533)
                                                                 ===================    ==================

Basic earnings (loss) per share:

     Earnings from continuing operations before discontinued
       operations and cumulative effect of accounting change       $       0.07           $        0.09
     Discontinued operations                                                  -                    0.04
     Cumulative effect of accounting change                                   -                   (0.29)
                                                                 -------------------    ------------------
     Net earnings (loss)                                           $       0.07                   (0.16)
                                                                 ===================    ==================

Diluted earnings (loss) per share:

     Earnings from continuing operations before discontinued
       operations and cumulative effect of accounting change       $       0.07           $        0.08
     Discontinued operations                                                  -                    0.03
     Cumulative effect of accounting change                                   -                   (0.22)
                                                                 -------------------    ------------------
     Net earnings (loss)                                           $       0.07           $       (0.11)
                                                                 ===================    ==================

Weighted average shares outstanding:
     Basic                                                               62,382                  59,531
                                                                 ===================    ==================
     Diluted                                                             78,910                  76,612
                                                                 ===================    ==================







                                                                                                  
                                                       SCHEDULE 2
                                    PRG-SCHULTZ INTERNATIONAL, INC. AND SUBSIDIARIES
                                         CONDENSED CONSOLIDATED BALANCE SHEETS
                                                 (AMOUNTS IN THOUSANDS)
                                                      (UNAUDITED)

                                                                                      MARCH 31,           DECEMBER 31,
                                                                                         2003                 2002
                                                                                   -----------------    -----------------
                                                       ASSETS
Current assets:
     Cash and cash equivalents                                                       $    19,223           $    14,860
     Receivables:
        Contract receivables                                                              58,840                69,976
        Employee advances and miscellaneous receivables                                    2,652                 3,600
                                                                                   -----------------    -----------------
            Total receivables                                                             61,492                73,576
                                                                                   -----------------    -----------------
     Funds held for client obligations                                                    17,431                 9,043
     Prepaid expenses and other current assets                                             3,846                 4,068
     Deferred income taxes                                                                24,370                25,930
                                                                                   -----------------    -----------------
            Total current assets                                                         126,362               127,477
Property and equipment                                                                    34,923                35,057
Goodwill                                                                                 372,046               371,833
Intangible assets                                                                         35,748                36,214
Deferred income taxes                                                                     10,774                10,628
Other assets                                                                               4,488                 4,571
                                                                                   -----------------    -----------------
             Total assets                                                            $   584,341           $   585,780
                                                                                   =================    =================

                                     LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Current installments of long-term debt                                          $     4,827           $     5,527
     Obligation for client payables                                                       17,431                 9,043
     Accounts payable and accrued expenses                                                24,624                24,269
     Accrued payroll and related expenses                                                 38,382                50,411
     Deferred revenue                                                                      5,063                 2,665
                                                                                   -----------------    -----------------
            Total current liabilities                                                     90,327                91,915
Long-term debt, excluding current installments                                            26,554                26,363
Convertible notes, net of unamortized discount of $3,290 in 2003 and
     $3,509 in 2002                                                                      121,710               121,491
Deferred compensation                                                                      3,533                 4,011
Other long-term liabilities                                                                4,105                 4,115
                                                                                   -----------------    -----------------
            Total liabilities                                                            246,229               247,895
                                                                                   -----------------    -----------------
Shareholders' equity:
     Preferred stock                                                                           -                     -
     Common stock                                                                             67                    67
     Additional paid-in capital                                                          492,072               491,894
     Accumulated deficit                                                                (106,009)             (110,678)
     Accumulated other comprehensive loss                                                 (1,282)               (1,601)
     Less treasury stock at cost                                                         (46,210)              (41,182)
     Unearned portion of restricted stock                                                   (526)                 (615)
                                                                                   -----------------    -----------------
            Total shareholders' equity                                                   338,112               337,885
                                                                                   -----------------    -----------------

            Total liabilities and shareholders' equity                               $   584,341           $   585,780
                                                                                   =================    =================








                                 SCHEDULE 3
              PRG-SCHULTZ INTERNATIONAL, INC. AND SUBSIDIARIES
        SUMMARY OPERATING SEGMENT RESULTS FROM CONTINUING OPERATIONS
                                (UNAUDITED)

THREE MONTHS ENDED MARCH 31
(IN THOUSANDS EXCEPT EARNINGS PER SHARE DATA)

                                 ---------------------------------------------
                                        2003                     2002
                                 ---------------------------------------------
                                  $            % REV.      $            % REV.
- ------------------------------------------------------------------------------
ACCOUNTS PAYABLE SERVICES
Revenues                          $  84,533                $  97,498
Operating Income                  $  15,927     18.9%      $  24,538     25.2%
- ------------------------------------------------------------------------------

OTHER ANCILLARY SERVICES
Revenues                          $  16,112                $  12,788
Operating Income                  $   5,180     32.1%      $   2,559     20.0%
- ------------------------------------------------------------------------------

CORPORATE SUPPORT
Operating Income                 ($  11,943)   -11.9%     ($  16,200)   -14.7%
- ------------------------------------------------------------------------------

TOTAL
Revenues                          $ 100,645                $ 110,286
Operating Income                  $   9,164      9.1%      $  10,897      9.9%

Earnings from
Continuing Operations             $   4,345      4.3%      $   5,365      4.9%

Diluted Earnings Per Share from
Continuing Operations             $    0.07                $    0.08

Diluted Shares                       78,910                   76,612
- ------------------------------------------------------------------------------

Note:
Earnings  from  Continuing  Operations  and  Diluted  Earnings  Per  Share  From
Continuing Operations are prior to Earnings from Discontinued Operations (2002 &
2003) and Cumulative Effect of an Accounting Change (2002).







                                   SCHEDULE 4
                PRG-SCHULTZ INTERNATIONAL, INC. AND SUBSIDIARIES
  SUMMARY EBITDA AND OPERATING INCOME FROM CONTINUING OPERATIONS RECONCILIATION
                                   (UNAUDITED)

(IN THOUSANDS)
                                                           THREE MONTHS
                                                          ENDED MARCH 31,
                                                       2003            2002
- --------------------------------------------------------------------------------
ACCOUNTS PAYABLE SERVICES:
Operating Income                                     $ 15,927       $ 24,538

Add-back:
Depreciation and Amortization                        $  1,998       $  1,716
- -----------------------------                       -------------  -------------

EBITDA                                               $ 17,925       $ 26,254

EBITDA as % of Accounts Payable Services Revenues        21.2%         26.9%
- --------------------------------------------------------------------------------
OTHER ANCILLARY SERVICES:
Operating Income                                     $  5,180       $  2,559

Add-back:
Depreciation and Amortization                        $    345       $    356
- -----------------------------                       ------------   -------------

EBITDA                                               $  5,525       $  2,915

EBITDA as % of Other Ancillary Services Revenues         34.3%          22.8%
- --------------------------------------------------------------------------------
CORPORATE SUPPORT:
Operating Income                                     $(11,943)      $(16,200)

Add-back:
Depreciation and Amortization                        $  1,820       $  3,097
- -----------------------------                       ------------   -------------

EBITDA                                               $(10,123)      $(13,103)
- --------------------------------------------------------------------------------
TOTAL COMPANY:
Operating Income                                     $  9,164       $ 10,897

Add-back:
Depreciation and Amortization                        $  4,163       $  5,169
- -----------------------------                       ------------   -------------

EBITDA
                                                     $ 13,327       $ 16,066

EBITDA as % of Total Company Revenues                    13.2%          14.6%
- --------------------------------------------------------------------------------

In this press  release,  the Company has provided a financial  measure,  EBITDA,
defined  as  earnings  from  continuing   operations  before  interest,   taxes,
depreciation  and  amortization.  EBITDA is  considered a  'non-GAAP'  financial
measure  within  the  meaning of  Regulation  G and may not be similar to EBITDA
measures  employed  by  other  companies.   EBITDA  is  presented  solely  as  a
supplemental  disclosure  because  management  believes  it to  be an  effective
measure of the  Company's  core  operating  performance  and the  ability of the
Company's  operations  to  contribute  to its  liquidity.  EBITDA  should not be
considered in isolation of or as a substitute for other measures for determining
operating  performance or liquidity that are calculated in accordance with GAAP.
This schedule provides a reconciliation of EBITDA to operating income,  the most
directly comparable GAAP measure.