Sec Form 3 Filing - MCKELLAR CLINTON JR @ PRG SCHULTZ INTERNATIONAL INC - 2005-08-15

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MCKELLAR CLINTON JR 2. Issuer Name and Ticker or Trading Symbol PRG SCHULTZ INTERNATIONAL INC [ PRGX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, General Counsel & Sec. (Last) (First) (Middle) 600 GALLERIA PARKWAY, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2005 (Street) ATLANTA, GA30339 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 22,552 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Nonqulalified Employee Stock Option - Right to Buy $ 8.92 ( 1 ) 06/16/2007 Common Stock 30,000 D Nonqulalified Employee Stock Option - Right to Buy $ 10.5 ( 2 ) 01/27/2008 Common Stock 15,000 D Nonqualified Employee Stock Option - Right to Buy $ 22.1667 ( 3 ) 01/19/2009 Common Stock 7,500 D Nonqualified Employee Stock Option - Right to Buy $ 25.75 ( 4 ) 01/04/2010 Common Stock 5,000 D Nonqualified Employee Stock Option - Right to Buy $ 17.25 ( 5 ) 05/15/2010 Common Stock 2,500 D Nonqualified Employee Stock Option - Right to Buy $ 9.625 ( 6 ) 02/14/2006 Common Stock 4,200 D Nonqualified Employee Stock Option - Right to Buy $ 6.98 ( 7 ) 05/14/2006 Common Stock 25,000 D Nonqualified Employee Stock Option - Right to Buy $ 9.28 ( 8 ) 01/24/2007 Common Stock 25,000 D Nonqualified Employee Stock Option - Right to Buy $ 7.41 ( 9 ) 03/03/2008 Common Stock 7,500 D Nonqualified Employee Stock Option - Right to Buy $ 4.16 ( 10 ) 02/24/2009 Common Stock 7,500 D Nonqualified Employee Stock Option - Right to Buy $ 4.95 ( 11 ) 03/04/2010 Common Stock 7,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCKELLAR CLINTON JR 600 GALLERIA PARKWAY, SUITE 100 ATLANTA, GA30339 SVP, General Counsel & Sec. Signatures Clinton McKellar, Jr. 08/23/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options vested in five equal installments of 20% each beginning one year from the date of the grant (6/16/97) and all 30,000 shares are currently exercisable ( 2 )Options vested in five equal installments of 20% each beginning one year from the date of the grant (1/27/98) and all 15,000 shares are currently exercisable ( 3 )Options vested in five equal installments of 20% each beginning one year from the date of the grant (1/19/99) and all 7500 shares are currently exercisable ( 4 )Options vested in five equal installments of 20% each beginning one year from the date of the grant (1/4/00) and all 5,000 shares are currently exercisable ( 5 )Options vested in five equal installments of 20% each beginning one year from the date of the grant (5/15/00) and all 2500 shares are currently exercisable ( 6 )Options vest in five equal installments of 20% each beginning one year from the date of the grant (8/14/00) and 3360 shares are currently exercisable ( 7 )Options vested in four equal installments of 25% each beginning one year from the date of the grant (5/14/01) and all 25,000 shares are currently exercisable ( 8 )Options vest in four equal installments of 25% each beginning one year from the date of the grant (1/24/02) and 18,750 shares are currently exercisable ( 9 )Options vest in four equal installments of 25% each beginning one year from the date of the grant (3/3/03) and 3750 shares are currently exercisable ( 10 )Options vest in four equal installments of 25% each beginning one year from the date of the grant (2/24/04) and 1875 shares are currently exercisable ( 11 )Options vest in four equal installments of 25% each beginning one year from the date of the grant (3/4/05)

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).

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

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