Exhibit 4.1


                             THIRD AMENDMENT TO
                     SHAREHOLDER PROTECTION RIGHTS AGREEMENT

     THIS THIRD AMENDMENT (this "Amendment"),  effective as of November 7, 2005,
is  between  PRG-SCHULTZ   INTERNATIONAL,   INC.,  a  Georgia  corporation  (the
"Company"),  and WACHOVIA BANK, NATIONAL  ASSOCIATION f/k/a FIRST UNION NATIONAL
BANK, as Rights Agent (the "Rights Agent").

                               W I T N E S S E T H

     WHEREAS,  in connection  with that certain  Shareholder  Protection  Rights
Agreement  dated as of August 9, 2000, as amended  effective  May 15, 2002,  and
August 16, 2002, between the Company and the Rights Agent (the "Agreement"), the
Board of Directors of the Company deems it advisable and in the best interest of
the Company and its  shareholders  to amend the  Agreement  in  accordance  with
Section 5.4 of the Agreement;

     WHEREAS,  pursuant to its authority under Section 5.4 of the Agreement, the
Board of Directors of the Company has  authorized and approved this Amendment to
the Agreement set forth herein as of the date hereof.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  the  respective
agreements set forth herein, the parties hereby agree as follows:

     1.  Definitions.  Capitalized  terms used in this Amendment,  which are not
otherwise defined herein,  are used with the same meaning ascribed to such terms
in the Agreement.

     2. Amendments.

     (a)  The definition of "Acquiring  Person" in Section 1.1 is hereby deleted
          in its entirety and replaced to read as follows:

          "Acquiring  Person" shall mean any Person who is a Beneficial Owner of
          15% or more of the  outstanding  shares  of  Common  Stock;  provided,
          however, that the term "Acquiring Person" shall not include any Person
          (i)  who  shall  become  the  Beneficial  Owner  of 15% or more of the
          outstanding   shares  of  Common  Stock  solely  as  a  result  of  an
          acquisition by the Company of shares of Common Stock,  until such time
          thereafter  as such Person  shall become the  Beneficial  Owner (other
          than by means of a stock  dividend or stock  split) of any  additional
          shares of Common  Stock,  (ii) who is the  Beneficial  Owner of 15% or
          more of the  outstanding  shares  of  Common  Stock  but who  acquired
          Beneficial  Ownership  of shares of Common  Stock  without any plan or
          intention  to seek or affect  control of the  Company,  if such Person
          promptly enters into an irrevocable commitment promptly to divest, and
          thereafter  promptly  divests  (without  exercising  or retaining  any
          power,  including  voting,  with respect to such  shares),  sufficient

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<PAGE>

          shares of Common Stock (or securities  convertible into,  exchangeable
          into or exercisable for Common Stock) so that such Person ceases to be
          the  Beneficial  Owner  of 15% or more of the  outstanding  shares  of
          Common Stock,  (iii) who is the  Beneficial  Owner of shares of Common
          Stock  consisting  solely of shares of Common  Stock,  the  Beneficial
          Ownership of which was acquired by such Person  pursuant to any action
          or transaction or series of related actions or  transactions  approved
          by the  Company's  Board of  Directors  before such  person  otherwise
          became an Acquiring  Person,  (iv) who was the Beneficial Owner of 15%
          or more of the  outstanding  shares of Common  Stock on August 9, 2000
          and does not  thereafter  acquire  Beneficial  Ownership of additional
          shares  of  Common  Stock  that  in  the  aggregate  exceed  2% of the
          outstanding  shares of Common Stock,  or (v) who is a member of the Ad
          Hoc Committee of the Company's 4 3/4%  Convertible  Subordinated  Note
          holders formed in October 2005 (including  without limitation the Blum
          Investors, Parkcentral Global Hub, Limited and Petrus Securities, L.P.
          and any  affiliates  or associates of those Persons named as reporting
          persons on a Schedule 13D or amendment  thereto  filed by such Persons
          with the  Securities  and  Exchange  Commission  with  respect  to the
          Company's  securities  and as a direct result of the formation  and/or
          activities  of the Ad Hoc  Committee)  and who may be  deemed to be an
          Acquiring   Person   solely  due  to  such   Person's   membership  or
          participation  in the activity of the Ad Hoc  Committee (as a point of
          clarification of this clause (v), in no event shall any acquisition of
          shares of Common Stock of the Company or securities  convertible  into
          shares of Common  Stock of the  Company by any such Person be exempted
          hereunder); provided, however, that the terms of this clause (v) shall
          automatically  expire and have no further effect upon the  dissolution
          of the Ad Hoc Committee by the members of the Committee.  In addition,
          notwithstanding  any provision of this  Agreement to the contrary,  no
          Blum Investor or Investors shall be deemed an Acquiring Person for any
          purpose under this  Agreement  for so long as that certain  standstill
          agreement  (the  "Standstill  Agreement")  between the Company and the
          Blum  Investors  dated August 16, 2002 is in effect and so long as the
          Blum  Investors have increased  their  Beneficial  Ownership of Common
          Stock above that shown in the Blum  Investors'  amendment  to Schedule
          13D filed with the Securities and Exchange Commission on June 17, 2002
          by no more than  5,784,675  shares in the  aggregate  (without  giving
          effect  to  any  stock  split,   share   dividend,   recapitalization,
          reclassification  or  similar  transactions  effected  by or with  the
          approval  of the  Board of  Directors  of the  Company  after the date
          hereof and without regard to any shares that they may be deemed to own
          beneficially of any member of the Ad Hoc Committee solely by reason of
          their membership or participation in the activities of that Committee)
          (the "Limit");  provided, however, that the Limit shall be reduced, on
          a share for share basis,  by any shares sold or otherwise  disposed of
          by any Blum  Investor  otherwise  than to another Blum Investor and by
          that number of shares that are acquired by the Company under an Option
          Agreement in the form  attached  hereto as Annex A between the Company
          and Schultz  PRG  Liquidating  Investments  Ltd.;  provided,  further,
          however,  that any  termination  of the  Standstill  Agreement  by the

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<PAGE>

          Company  or  delivery  of  any  notice  of  termination  by  the  Blum
          Investors,  in each case  pursuant  to  Section  17 of the  Standstill
          Agreement,  shall rescind this sentence and cause the Blum  Investors'
          full  Beneficial  Ownership  of  Common  Stock  to be  considered  for
          purposes  of  determining  whether  or not the Blum  Investors  are an
          Acquiring  Person.   Additionally,   the  Company,   any  wholly-owned
          Subsidiary  of the Company and any employee  stock  ownership or other
          employee  benefit plan of the Company or a wholly-owned  Subsidiary of
          the Company shall not be an Acquiring Person.

     3.  Counterparts.  This  Amendment  may  be  executed  in any  one or  more
counterparts,  each of which shall be deemed an original  and all of which shall
together constitute the same Amendment.

     4.  Ratification.  Except as modified and amended as set forth herein,  the
Agreement is hereby  ratified and  confirmed  without  further  modification  or
amendment.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed effective as of the date first above written.

                                        PRG-SCHULTZ INTERNATIONAL, INC.


                                        By:     /s/ Clinton McKellar, Jr.
                                               ---------------------------------
                                        Name:   Clinton McKellar, Jr.
                                               ---------------------------------
                                        Title:  General Counsel and Secretary
                                               ---------------------------------


WACHOVIA BANK, NATIONAL ASSOCIATION
f/k/a FIRST UNION NATIONAL BANK

By:    /s/ Patrick J. Edwards
      ---------------------------------
Name:  Patrick J. Edwards
      ---------------------------------
Title: Vice President
      ---------------------------------


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