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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(fh) of the Investment Company Act of 1940

o	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Name and Address of ReportingPerson*

Issuer Name and Ticker or TradingSymbol

I.R.S. Identification Number of ReportingPerson, if an entity (Voluntary)

Greimann, Garth H.(Last) (First) (Middle)

PRG-Schultz International, Inc. (PRGX)

c/o Berkshire Partners LLC One Boston Place, Suite 3300(Street)

Statement for Month/Day/Year

If Amendment, Date of Original (Month/Day/Year)

September 19, 2002

January 9, 2003

Relationship of Reporting Person(s)to Issuer (Check All Applicable)

Individual or Joint/Group Filing(Check Applicable Line)

Boston, MA 02108 (City) (State) (Zip)

Director

10% Owner

Form Filed by One Reporting Person

Officer (give title below)

Form Filed by More than One Reporting Person

Other (specify below)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security(Instr. 3)

TransactionDate(Month/Day/Year)

2A.

Deemed ExecutionDate, if any(Month/Day/Year)

TransactionCode(Instr. 8)

Securities Acquired (A) orDisposed of (D)(Instr. 3, 4 and 5)

Amount of Sec-urities BeneficiallyOwned FollowingReported Trans-action(s)(Instr. 3 and 4)

OwnershipForm:Direct (D) orIndirect (I)(Instr. 4)

Nature ofIndirectBeneficialOwnership(Instr. 4)

Code

Amount

(A)or(D)

Price

Common Stock

9/19/02

28,670

$8.72

4,309,837

(1)

Common Stock

11,491

Reminder:		Report on a separate line for each class of securities beneficially owned directly or indirectly.

*		If the form is filed by more than one reporting person, see instruction 4(b)(v).

Potential Persons who are to respond to the collection of information contained in this formare not required to respond unless the form displays a currently valid OMB control number.

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security
(Instr. 3)

Transaction
Date
(Month/Day/Year)

2A.

Deemed Execution
Date, if any
(Month/Day/Year)

Transaction
Code
(Instr. 8)

Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)

Amount of Sec-
urities Beneficially
Owned Following
Reported Trans-
action(s)
(Instr. 3 and 4)

Ownership
Form:
Direct (D) or
Indirect (I)
(Instr. 4)

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

Amount

(A)
or
(D)

Price

Common Stock

4,309,837

(1)

Common Stock

11,491

Page ~~1 of 2SEC 1474 (3-00)~~2

FORM 4 (Continued)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

Title of Derivative
Security
(Instr. 3)

Conversion or Exercise
Price of Derivative
Security

Transaction
Date
(Month/Day/Year)

3A.

Deemed Execution
Date, if any
(Month/Day/Year)

Transaction
Code
(Instr. 8)

Number of Derivative Securities
Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

Code

(A)

(D)

Options to Purchase Common Stock

$8.86

1/7/03

10,000

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Title of DerivativeSecurity(Instr. 3)

Conversion or ExercisePrice of DerivativeSecurity

TransactionDate(Month/Day/Year)

3A.

Deemed ExecutionDate, if any(Month/Day/Year)

TransactionCode(Instr. 8)

Number of Derivative SecuritiesAcquired (A) or Disposed of (D)(Instr. 3, 4 and 5)

Code

(A)

(D)

Page 3

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued(e.g., puts, calls, warrants, options, convertible securities)

Date Exercisable andExpiration Date (Month/Day/Year)

Title and Amount of Underlying Securities(Instr. 3 and 4)

Price of DerivativeSecurity(Instr. 5)

Number of Derivative SecuritiesBeneficially Owned FollowingReported Transaction(s) (Instr. 4)

10.

Ownership Form of Derivative Security:Direct (D) orIndirect (I) (Instr. 4)

11.

Nature ofIndirectBeneficialOwnership(Instr. 4)

DateExercisable

ExpirationDate

Title

Amount orNumber ofShares

Immed.

1/7/08

Common Stock

10,000

N/A

58,750

D(2)

Explanation of Responses:

(1) OnThe ~~September 19, 2002, Berkshire Fund V, Limited Partnership; Berkshire Fund VI, Limited Partnership; and Berkshire Investors LLC sold, collectively, in a private transaction 23,366~~ shares ofare ~~common~~beneficially ~~stock~~owned toby ~~Squam~~or ~~Lake~~through ~~Investors~~certain V,affiliated ~~L.P.;~~investment ~~1,290 shares of common stock to Waban Investors I, L~~entities.~~P.;~~ ~~and 4,014 shares of common stock to Sunapee Securities, Inc.~~ Mr. Greimann is a managing member of Fifth Berkshire Associates LLC, the general partner of Berkshire Fund V, Limited Partnership; Mr. Greimann is also a managing member of Sixth Berkshire Associates LLC, the general partner of Berkshire Fund VI, Limited Partnership; and Mr. Greimann is also a managing of Berkshire Investors LLC. Mr. Greimann disclaims beneficial ownership of the shares of common stock except to the extent of his pecuniary interest, and the filing of this report shall not be deemed an admission that Mr. Greimann is the beneficial owner of the common stock covered by this report.

/s/ Garth H. Greimann		September 19, 2002
Garth H. Greimann		Date

(2) Pursuant to an agreement between Mr. Greimann and Berkshire Partners LLC, Berkshire Partners LLC has an economic interest in these options.

/s/ Garth H. Greimann		1/9/03
**Signature of Reporting Person		Date

**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note:		File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

~~Potential~~Page ~~persons who are to respond to the collection~~4 ~~of information contained in this formare not required to respond~~ ~~unless the form displays a currently valid OMB Number.~~

Page 2 of 2SEC 1474 (3-00)

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