EXHIBIT 14.1


                        PRG-SCHULTZ INTERNATIONAL, INC.

                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS


         The Senior Financial Officers of PRG-Schultz International, Inc. (the
"Company") are uniquely capable and empowered to ensure that the interests of
the Company's stakeholders are appropriately balanced, protected and preserved.
This Code of Ethics has been adopted by the Company's Board of Directors to
further promote the honest and ethical conduct and compliance with the law by
the Company's Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, if any, and Controller and any persons performing similar
functions (its "Senior Financial Officers"), particularly as related to the
maintenance of the Company's financial records and the preparation of financial
statements filed with the Securities and Exchange Commission ("SEC"). The
obligations of this Code of Ethics are intended to supplement the Company's
various policies and its Code of Conduct, as now existing or as may be
developed and revised from time to time.

         Senior Financial Officers of the Company shall:

         1.       Act with honesty and integrity, avoiding actual or apparent
conflicts of interest in personal and professional relationships.

         2.       Provide colleagues, and the public through the Company's
public filings, financial press releases and other communications, with
information that is fair, accurate, complete, relevant, timely and
understandable.

         3.       Establish and maintain internal controls and procedures and
disclosure controls and procedures designed to assure that financial
information is recorded, processed and transmitted to those responsible for
preparing periodic reports and other public communications containing financial
information so that such reports and communications are fair, accurate,
complete, timely and understandable.

         4.       Comply with applicable laws, rules and regulations of
federal, state and local governments (both United States and foreign) and other
appropriate private and public regulatory agencies.

         5.       Act in good faith, with due care, competence and diligence,
without misrepresenting material facts or allowing independent judgment to be
subordinated.

         6.       Respect the confidentiality of information acquired in the
course of employment and refrain from using such confidential information for
personal advantage.

         7.       Share knowledge and maintain skills necessary and relevant to
the needs of the Company.

         8.       Proactively promote ethical and honest behavior within the
workplace.

         9.       Assure responsible use of and control of all assets,
resources and information in possession of the Company.


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                                                                   EXHIBIT 14.1


         Each Senior Financial Officer shall promptly report any violation of
this Code of Ethics to the Company's General Counsel, or if the Senior
Financial Officer believes that the General Counsel may be involved in the
matter giving rise to such violation, to the Chairman of the Company's Audit
Committee.

         The Board of Directors [alternatively, the Audit Committee], upon the
review and recommendation of the Audit Committee, shall have the sole and
absolute discretionary authority to approve any amendment to or waiver of this
Code of Ethics. Any such amendment or waiver shall be disclosed promptly as
required by law, SEC regulation or any rule of an exchange or quotation system
upon which the securities of the Company are traded.

         Any failure to comply with this Code of Ethics shall subject a Senior
Financial Officer to disciplinary action, including but not limited to,
termination of employment.


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