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[CONVERGYS LOGO]                                                  Exhibit 4.2.2






                                 EMPLOYEE STOCK

                                  PURCHASE PLAN

                                       Q&A

                           SUPPLEMENT FOR RESIDENTS OF

                               THE UNITED KINGDOM

                                  July 1, 2000

             This document constitutes part of a prospectus covering
                 securities that have been registered under the
                             Securities Act of 1933.


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                          EMPLOYEE STOCK PURCHASE PLAN

WHO IS ELIGIBLE TO PARTICIPATE?

         Effective July 1, 2000, the Plan is being made available to employees
of Convergys and its subsidiaries who are residents of the United Kingdom.

WHAT ARE THE UK TAX CONSEQUENCES, UNDER PRESENT LAW, FOR PLAN PARTICIPANTS?

         The tax consequences under present law, assuming you are resident and
ordinarily resident in the UK, are as follows:

         1.       You are treated, for UK income tax purposes, as being granted
                  an unapproved share option each month which is exercised in
                  the same month to acquire Convergys shares;

         2.       You will be subject to income on the amount by which the value
                  of the Convergys shares acquired on the date of acquisition
                  (converted to sterling using the exchange rate on the date of
                  acquisition) exceeds the amount deducted from your pay for
                  that month;

         3.       Income tax will be chargeable at your highest rate and will be
                  collected under PAYE;

         4.       National Insurance contributions (employer's and, to the
                  extent that the upper earnings limit has not been reached,
                  employee's) will be due on the amount subject to income tax at
                  the date of acquisition;

         5.       You will be subject to taxes on any reinvested dividends
                  credited to your account under the Plan;

         6.       Your base cost of Convergys shares for the purposes of
                  calculating any capital gain on sale is the difference between
                  the acquisition cost plus the amount subject to income on the
                  acquisition of the shares;

         7.       Your base cost of Convergys shares that are purchased with any
                  dividends will be equal to the amount of the dividend;

         8.       You will realize a gain or loss if you sell or exchange shares
                  of Convergys, whether you terminate participation in the Plan
                  or after you receive the shares, including cash adjustments
                  for a fraction of a share. The gain or loss will be the
                  difference between what you receive for the shares (or a
                  fraction of a share) and the base cost of those shares.

         9.       Your holding period for the purposes of capital gains tax
                  taper relief begins on the day the Convergys shares are
                  acquired on your behalf



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         The foregoing opinions are not intended to cover all tax aspects of
your participation in the Plan. The tax consequences outlined above are subject
to change by legislation, administrative action, and case law. You should
consult a tax advisor regarding the tax effects of your participation in the
Plan, if you believe that you may not be resident and ordinarily resident in the
UK.

HOW DO I CONTACT MERRILL LYNCH FOR ACCOUNT INFORMATION?

         Call the special toll-free telephone number: 1-732-563-7304 or write to
Merrill Lynch at:

                  Merrill Lynch Group Employee Services
                  P. O. Box 173779
                  Denver, CO  80235
                  Attn:  CMSS

         You may also access your account via the internet at
www.benefits.ml.com.




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