<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A
         (Mark one)

         [ X ]        Annual Report Pursuant to Section 13 or
15(d)
                      of the Securities Exchange Act of 1934

                      For the year ended December 31, 1996

         [   ]        Transition Report Pursuant to Section 13 or
15(d)
                      of the Securities Exchange Act of 1934

                For the transition period from _________
to_________

                         Commission File Number 1-12577
                                SITEL CORPORATION
                     (Exact name of registrant as specified)
            MINNESOTA                                 47-0684333
     (State or jurisdiction of                    (I.R.S.
Employer
    incorporation or organization)               Identification
No.)
                               13215 BIRCH STREET
                              OMAHA, NEBRASKA 68164
                                 (402) 963-6810
(Address, including zip code, and telephone number, including
area code, of
 registrant's principal executive offices)
                  ____________________________________________

           Securities Registered Pursuant to Section 12(b) of the
Act:
     Title of Each Class           Name of Each Exchange On Which
Registered
Common Stock, $.001 Par Value                 The New York Stock
Exchange

           Securities Registered Pursuant to Section 12(g) of the
Act:
                                   None
                  ____________________________________________

     Indicate by check mark whether the registrant (1) has filed
all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the
registrant was required to file such reports) and (2) has been
subject to such
filing requirements for the past 90  days.  YES  X    NO

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item
405 of Regulation S-K is not contained herein, and will not be
contained, to the
best of registrant's knowledge, in definitive proxy or
information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this
Form 10-K.

     The aggregate market value of the voting stock held by non-
affiliates of
the registrant as of March 31, 1997, was $443,551,166 based upon
the closing
price of $13.375 for such stock as reported by the New York Stock
Exchange on
such date. Solely for purposes of this calculation, persons
holding of record
more than 5% of the Company's stock have been included as
"affiliates".

     As of March 31, 1997, the Company had 60,888,798 shares of
Common Stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  Portions of the
registrant's definitive
proxy statement for the annual meeting of stockholders to be held
on June 6,
1997, are incorporated into Part III.

This 10-K consists 29 of pages.
<PAGE>
                                     PART I
                                     ______

The registrant hereby amends Part 1, Item 8 of its Form 10-K for
year ended
December 31, 1996 to provide additional disclosure regarding its
acquisition
of Teleaction, S.A. in Note #2 to its financial statements.  The
Consolidated
Balance Sheets, Statements of Income (Loss), Statements of
Stockholders Equity
and Statements of Cash Flows included in the 10-K are not changed
by this
amendment.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
         ____________________________________________

     The information called for by this item (other than selected
quarterly
information, which is set forth below) is incorporated by
reference from the
Company's Consolidated Financial Statements set forth on pages F-
1 through
F-20 hereof.

     The following table sets forth statement of operations data
for
each of the four quarters of 1996 and  1995. This quarterly
information is
unaudited but has been prepared on a basis consistent with the
Company's audited
financial statements presented elsewhere herein and, in the
Company's opinion,
includes all adjustments (consisting only of normal recurring
adjustments)
necessary for a fair presentation of the information for the
quarters presented.
The operating results for any quarter are not necessarily
indicative of results
for any future period.
<TABLE>
<CAPTION>
(in thousands, except per share data)

FOR THE THREE MONTHS ENDED

__________________________
                                                       March 31,
June 30,  September 30, December 31,
                                                         1996
1996        1996         1996
                                                       ________
________   _____________ ___________
<S>                                                   <C>
<C>         <C>           <C>
Revenues.........................................      $59,519
$69,266     $85,144      $98,821
Operating expenses:
   Cost of services..............................       31,593
36,746      44,433       50,945
   Selling, general and administrative
     expenses....................................       22,010
27,267      33,040       38,378
                                                       ________
________   _____________ ___________
         Operating income (loss).................        5,916
5,253(a)    7,671(b)     9,498
Transaction related expenses.....................          ---
666       6,322          ---
Interest income (expense), net ..................          101
25        (130)        (223)
Other income (expense), net......................          ---
---         (19)          51
                                                       _________
_________  _____________ ___________
   Income before income taxes and
      minority interest..........................        6,017
4,612        1,200        9,326
Income tax expense...............................        2,211
2,271        2,514        3,225
Minority Interest................................          ---
18           23           36
                                                       _________
_________  _____________ ___________
Net income (loss)................................       $3,806
$2,323(a)   $(1,337)(b)  $  6,065
                                                       =========
=========  ============= ===========
Net income (loss) per share......................       $ 0.06
$ 0.03(a)   $ (0.02)(b)  $   0.09
                                                       =========
=========  ============= ===========
Weighted average common and common
equivalent shares................................       64,262
66,406       58,441        66,922
                                                       =========
=========  ============= ===========
</TABLE>
a)   Includes non-recurring operating expenses related to the
acquisition of
     National Action Financial services, Inc. (NAFS).  Excluding
those one-
     time operating expenses and the transaction related
expenses, operating
     income, net   income, and net income per share were $6.9
million, $4.3
     million and $0.06 per share, respectively, for the second
quarter of 1996.

b)   Includes non-recurring operating expenses related to the
merger with Mitre
     plc and the acquisition of National Action Financial
Services, Inc.
     (NAFS). Excluding those one-time operating expenses and the
transaction
     related expenses, operating income, net income, and net
income per share
     were $8.2 million, $5.4 million and $.08 per share,
respectively, for
     the third quarter of 1996.
<PAGE>
<TABLE>
<CAPTION>
(in thousands, except per share data)
                                                   For The Three
Months Ended

__________________________
                                        March 31,      June 30,
September 30, December 31,
                                           1995          1995
1995         1995
                                        _________    __________
_____________ ____________
<S>                                     <C>          <C>
<C>           <C>
 Revenues............................    $39,174       $46,201
$45,548       $56,292
   Operating expenses:
   Cost of services..................     21,504        24,747
24,334        31,032
   Selling, general and administrative
   expenses...........................    14,565        17,273
17,265        20,110
   Special compensation expense.......    34,585 (a)       ---
---           ---
                                        _________   ___________
_____________ ____________
          Operating income, net.......   (31,480)(b)     4,181
3,949         5,150
Interest income expense,  net.........      (206)         (358)
(78)          (60)
Other income (expense), net...........        90            50
29           (51)
                                        _________   ___________
_____________ ____________
    Income (loss) before income taxes
      and minority interest...........   (31,596)         3,873
3,900        5,039
Income tax expense (benefit)..........   (11,062)         1,283
1,401        1,785
Minority interest.....................       257            320
310          375
                                        _________   ___________
_____________ ____________
Net income (loss).....................  ($20,791)(b)     $2,270
$2,189       $2,879
                                        =========   ===========
============= ============
Net income (loss) per share..........     ($0.46)(b)      $0.05
$0.04        $0.05
                                        =========   ===========
============= ============
Weighted average common  and common
  equivalent shares...................    45,364         48,060
55,214       55,021
                                        =========   ===========
============= ============
</TABLE>


     a) Represents a non-recurring, non-cash compensation expense
incurred in
        February 1995 resulting from the grant of stock options
with an exercise
        price of $.0025 per share to 265 employees of the Company
to replace
        stock appreciation rights previously granted under the
Company's
        Employee Equity Benefit Plan and previously granted stock
options.

     b) Excluding the special compensation expense and a one-time
foregiveness
        of debt of $0.5 million owed by two stockholders,
operating income,
        net income, and net income per share would have been $3.6
million,
        $2.4 million and $0.05, respectively, for the first
quarter of 1995.


<PAGE>
                                     PART IV
                                     _______

The registrant hereby amends Part IV, Item 14(a)3, of its Form 10-
K for the
year ended December 31, 1996, to include a new consent from KPMG
Peat Marwick
LLP as Exhibit 23.1.


3.  EXHIBITS. The following Exhibits are filed as part of, or are
incorporated
by reference into, this Form 10-K/A:

        Exhibit No.

      (1)  3.1    Amended and Restated Articles of Incorporation.

      (2)  3.1(a) Articles of Amendment filed September 10, 1996
to the
                  Amended and Restated Articles of Incorporation

      (1)  3.4    Amended and Restated Bylaws.

       *   4.2    Specimen Common Stock Certificate.

      (1)  9.1    Form of General Voting Agreement.

      (1)  9.2    Form of Voting Agreement with World
Investments, Inc.

      (1) 10.1    SITEL Corporation Stock Option Plan for
Replacement of
                  Existing Options.

       *  10.1(a) Amendment No. 1 to SITEL Corporation Stock
Option Plan for
                  Replacement of Existing Options.

      (1) 10.2    SITEL Corporation Stock Option Plan for
Replacement of EEBs.

       *   10.2(a) Amendment No. 1 to SITEL Corporation Stock
Option Plan for
                  Replacement of EEBs.

      (3) 10.3    Amended and Restated SITEL Corporation 1995
Employee Stock
                  Option Plan.

       *  10.3(a) Amendment No. 1 to Amended and Restated SITEL
Corporation
                  1995 Employee Stock Option Plan.

      (1) 10.4    SITEL Corporation 1995 Non-Employee Directors
Stock Option
                  Plan.

       *  10.4(a) Amendment No. 1 to SITEL Corporation Non-
Employee Directors
                  Stock Option Plan.

     (1)  10.5    SITEL Corporation Executive Wealth Accumulation
Plan.

     (1)  10.6    Employment Agreement with James F. Lynch.

     (1)  10.7    Employment Agreement with Michael P. May.

     (1)  10.8    Form of Right of First Refusal.

     (4)  10.9    Form of Indemnification Agreement with Outside
Directors.

     (5)  10.10   Form of Indemnification Agreement with
Executive Officers.

     (6)  16.1    Letter from Coopers & Lybrand L.L.P. dated
February 6, 1997

      *   21      Subsidiaries.

          23.1    Consent of KPMG Peat Marwick LLP

      *   24.1    Power of Attorney (included on signature page).

      *   27      Financial Data Schedule.
______________________________

                    *    Previously filed.

                   (1)  Previously filed as an exhibit to
Registration Statement
              of SITEL Corporation on Form S1 (Registration No.
3391092) and
              incorporated herein by this reference.

                   (2)  Incorporated by reference to the filing
under exhibit
              number 4.1(a) with the Company's registration
statement on Form
              S-3 filed October 3, 1996.

                   (3)  Previously filed as Exhibit B to the
Company's Notice
              of Annual Meeting of Stockholders and Proxy
Statement dated
              September 27, 1996.

                   (4)  Previously filed as an exhibit under the
same exhibit
              number to the Company's Form 10-Q for the quarter
ended August
              31, 1995.

                   (5)  Previously filed as an exhibit under the
same exhibit
              number to the Company's Registration Statement on S-
8 (33-99434).

                   (6)  Previously filed as an exhibit under the
same exhibit
              number to the Company's Form 8-K filed on February
6, 1997.

<PAGE>



                                   SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the
Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed
on its behalf by the undersigned, thereunto duly authorized.

Date:  November 18, 1997                                 SITEL
Corporation

                                                    By:
/s/Michael P. May
                                                         --------
---------------
                                                         Michael
P.May
                                                         Chief
Executive Officer



Pursuant to the requirements of the Securities Exchange Act of
1934, the
amendment to this report has been signed below by the following
persons on
behalf of the registrant and in the capacities and on the dates
indicated.

James F. Lynch*
______________________        Chairman of the Board
November 18, 1997
James F. Lynch                and Director

/s/ Michael P. May
______________________        Chief Executive Officer
November 18, 1997
Michael P. May

Barry S. Major*
______________________        Executive Vice President-Finance
November 18, 1997
Barry S. Major                Chief Financial Officer
                              (Principal Financial Officer)
/s/ Alan G. Siemek
_______________________       Corporate Controller
November 18, 1997
Alan G. Siemek                (Principal Accounting Officer)

Henk P. Kruithof*
_______________________       Executive Vice Chairman
November 18, 1997
Henk P. Kruithof              and Director

Bill L. Fairfield*
_______________________       Director
November 18, 1997
Bill L. Fairfield

Kelvin C. Berens*
_______________________       Director
November 18, 1997
Kelvin C. Berens

George J. Kubat*
_______________________       Director
November 18, 1997
George J. Kubat


*By:  /s/Michael P. May
      _________________
      Michael P. May
      Attorney-in-fact
<PAGE>
                                  EXHIBIT INDEX

Page Number

In Sequential

Numbering
Exhibit
System
_______
_____________


(1)  3.1    Amended and Restated Articles of Incorporation.
N/A

(2)  3.1(a) Articles of Amendment filed September 10, 1996 to the
Amended
            and Restated Articles of Incorporation
N/A

(1)  3.4    Amended and Restated Bylaws.
N/A

 *   4.2    Specimen Common Stock Certificate.
N/A


(1)  9.1    Form of General Voting Agreement.
N/A

(1)  9.2    Form of Voting Agreement with World Investments, Inc.
N/A

(1) 10.1    SITEL Corporation Stock Option Plan for Replacement
of
            Existing Options.
N/A

 *  10.1(a) Amendment No. 1 to SITEL Corporation Stock Option
Plan for
            Replacement of Existing Options.
N/A

(1) 10.2    SITEL Corporation Stock Option Plan for Replacement
of
            EEBs.
N/A

 *  10.2(a) Amendment No. 1 to SITEL Corporation Stock Option
Plan
            for Replacement of  EEBs.
N/A

(3) 10.3    Amended and Restated SITEL Corporation 1995 Employee
            Stock Option Plan.
N/A

 *  10.3(a) Amendment No. 1 to Amended and Restated SITEL
Corporation 1995
            Employee Stock Option Plan.
N/A

(1) 10.4    SITEL Corporation 1995 Non-Employee Directors Stock
            Option Plan.
N/A

 *  10.4(a) Amendment No. 1 to Amended and Restated SITEL
Corporation        N/A
            Non-Employee Directors Stock Option Plan.

(1) 10.5   SITEL Corporation Executive Wealth Accumulation Plan.
N/A

(1) 10.6   Employment Agreement with James F. Lynch.
N/A

(1) 10.7   Employment Agreement with Michael P. May.
N/A

(1) 10.8   Form of Right of First Refusal.
N/A

(4) 10.9   Form of Indemnification Agreement with Outside
Directors.         N/A

(5) 10.10  Form of Indemnification Agreement with Executive
Officers.        N/A

(6) 16.1   Letter from Coopers & Lybrand L.L.P. dated February 6,
1997       N/A

 *  21     Subsidiaries.
N/A

    23.1   Consent of KPMG Peat Marwick LLP
29

 *  24.1   Power of Attorney (included on signature page).
N/A

 *  27     Financial Data Schedule. N/A

_________________________

            *  Previously filed.

           (1) Previously filed as an exhibit to Registration
Statement of
               SITEL Corporation on Form S-1 (Registration No. 33-
91092) and
               incorporated herein by this reference.

           (2) Incorporated by reference to the filing under
exhibit number
               4.1(a) with the Company's registration statement
on Form S-3
               filed October 3, 1996.

           (3) Previously filed as Exhibit B to the Company's
Notice of Annual
               Meeting of Stockholders and Proxy Statement dated
September 27,
               1996.

           (4) Previously filed as an exhibit under the same
exhibit number to
               the Company's Form 10-Q for the quarter ended
August 31, 1995.

           (5) Previously filed as an exhibit under the same
exhibit number to
               the Company's Registration Statement on S-8 (33-
99434).

           (6) Previously filed as an exhibit under the same
exhibit number to
               the Company's Form 8-K filed on February 6, 1997

<PAGE>


                           SITEL CORPORATION AND SUBSIDIARIES

                       INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                            AND FINANCIAL STATEMENT SCHEDULE



CONSOLIDATED FINANCIAL STATMENTS
________________________________

Independent Auditors'
Report..........................................   F-2

Consolidated Balance Sheets at December 31, 1995 and
1996.............   F-3

Consolidated Statements of Income (Loss) For The Years Ended
December 31, 1994, 1995, and
1996.....................................   F-4

Consolidated Statements of Stockholders' Equity For
The Years Ended December 31, 1994, 1995, and
1996.....................   F-5

Consolidated Statements of Cash Flows For The Years Ended
December 31,
1994, 1995, and
1996..................................................   F-6

Notes to Consolidated Financial
Statements............................   F-7

FINANCIAL STATEMENT SCHEDULE
____________________________

Independent Auditors'
Report..........................................   S-1

Schedule II - Valuation and Qualifying
Accounts.......................   S-2

<PAGE>



                          INDEPENDENT AUDITORS' REPORT
                          ____________________________


The Board of Directors
SITEL Corporation:

     We have audited the accompanying consolidated balance sheets
of SITEL
Corporation and subsidiaries as of December  31, 1995 and 1996,
and the related
consolidated statements of income (loss), stockholders' equity,
and cash flows
for each of the years in the three-year period ended December 31,
1996.  These
consolidated financial statements are the responsibility of the
Company's
management.  Our responsibility is to express an opinion on these
consolidated
financial statements based on our audits.

          We conducted our audits in accordance with generally
accepted
auditing standards.  Those standards require that we plan and
perform the audit
to obtain reasonable assurance about whether the financial
statements are free
of material misstatement.  An audit includes examining, on a test
basis,
evidence supporting the amounts and disclosures in the financial
statements.  An
audit also includes assessing the accounting principles used and
significant
estimates made by management, as well as evaluating the overall
financial
statement presentation. We believe that our audits provide a
reasonable basis
for our opinion.

  In our opinion, the consolidated financial statements referred
to above
present fairly, in all material respects, the financial position
of SITEL
Corporation and subsidiaries as of December 31, 1995 and 1996,
and the results
of their operations and their cash flows for each of the years in
the three-year
period ended December 31, 1996, in conformity with generally
accepted accounting
principles.





Omaha, Nebraska                                         KPMG Peat
Marwick LLP
April 4, 1997

<PAGE>
                         SITEL CORPORATION AND SUBSIDIARIES
                            CONSOLIDATED  BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>

ASSETS                    Decembe 31,

_________________________

1995              1996

__________       ____________
<S>
<C>              <C>
Current assets:
     Cash and cash equivalents............... ....... .......
 ....... .............   $      4,531     $       25,710
     Trade accounts receivable (net of allowance for doubtful
accounts of
           $937 and $3,188, in 1995 and 1996,
respectively)........................         31,440
65,477
     Marketable
securities.......................................................
 ..         13,046              1,740
     Prepaid expenses........
 .....................................................
2,036              3,007
     Other
assets...........................................................
 .......            753              2,907
     Deferred income
taxes.........................................................
445                512

__________       ____________
                    Total current
assets...........................................         52,251
99,353

__________       ____________
Property and equipment,
net.................................................... ...
25,015             59,109
Deferred income taxes
 .............................................................
14,434             11,187
Goodwill,
net..............................................................
 .... ...          6,315             40,110
Other
assets...........................................................
 ............          2,945              1,925

__________       ____________

                    Total
assets...................................................  $
100,960     $      211,684

==========       ============

                                            LIABILITIES AND
STOCKHOLDERS' EQUITY

Current liabilities:
     Notes
payable..........................................................
 .... ..  $       2,212     $       3,638
     Current portion of long-term debt
 ...........................................            871
759
     Current portion of capitalized lease
obligations..............................          1,569
3,032
     Trade accounts
payable........................................................
9,517            18,775
     Income taxes
payable..........................................................
1,548             3,815
     Accrued wages, salaries and
bonuses...........................................          6,825
14,812
     Accrued operating
expenses..................................... ..............
3,690             9,026
     Deferred
revenue..........................................................
 ....          1,812             7,632
     Customer deposits and
other...................................................
25             1,028

___________        __________
                    Total current
liabilities......................................         28,069
62,517

__________         __________
Long-term debt, excluding current
portion..........................................          2,882
1,720
Capitalized lease obligations, excluding current
portion...........................          1,423
3,141
Purchase price payable (Note
2)....................................................
---            15,928
Deferred compensation
 .............................................................
904             1,461
Redeemable preference shares
 ......................................................
2,302               ---

Minority interest ........................................
 ........................            ---               192

Commitments and contingencies

Stockholders' equity:
     Common stock, voting, $.001 par value 200,000,000 shares
authorized,
       50,841,602  and 58,875,660 shares issued and outstanding
in 1995
       and 1996,
respectively.....................................................
 .             51                 59
Paid-in
capital..........................................................
 ..........         69,530            117,736
     Currency exchange
adjustment..................................................
54              1,311
     Unrealized gain on marketable securities, net of
taxes........................            ---              1,017
     Retained earnings
(deficit)...................................................
(4,255)             6,602

___________       ___________
                    Total stockholders'
equity.....................................         65,380
126,725

__________       ____________
                    Total liabilities and stockholders'
equity.....................  $     100,960     $      211,684

==========       ============

The accompanying notes are an integral part of the consolidated
financial statements.
</TABLE>
<PAGE>
                        SITEL CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in thousands, except per share data)
 <TABLE>
 <CAPTION>

For The Years Ended December 31,

_________________________________

1994             1995              1996

______________     _____________    _____________
 <S>                                                          <C>
<C>              <C>
 Revenues...................................................    $
116,757   $      187,215   $       312,750

______________     _____________     _____________
 Operating expenses:
      Cost of services......................................
63,268          101,617           163,717
      Selling, general and administrative expenses..........
48,254           69,213           120,695
      Special compensation expense..........................
---           34,585               ---

______________     _____________     _____________

                     Total operating expenses...............
111,522          205,415           284,412

______________     _____________     _____________


                     Operating income(loss) .................
5,235         (18,200)            28,338

______________     _____________     _____________

 Other income (expense):
      Transaction related  expenses.........................
---              ---            (6,988)
      Interest income.......................................
47              613             1,108
      Interest expense......................................
(881)          (1,315)           (1,335)
      Other.................................................
1,443              118                32

______________     _____________     _____________

                     Total other income (expense)...........
609             (584)           (7,183)

______________     _____________     _____________

 Income (loss) before income taxes and minority interest.....
5,844          (18,784)           21,155

 Income tax expense (benefit)................................
1,526           (6,593)           10,221

 Minority interest...........................................
383            1,262                77

______________     _____________     _____________

                      Net income (loss) .....................   $
3,935   $     (13,453)   $        10,857

==============     =============     =============

 Per share amounts:
      Income (loss) per common and common equivalent share..    $
0.09   $       (0.29)   $          0.16

==============     =============     =============

 Weighted average common and common
      equivalent shares outstanding.........................
44,770           45,952            66,011


 The accompanying notes are an integral part of the consolidated
financial
 statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                          SITEL CORPORATION AND
SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY
                                      For The Years Ended
December 31, 1994, 1995, and 1996
(dollars in thousands)




Class A   Class B     Class C              Options Less

Common    Common      Common     Common      Deferred

Stock     Stock       Stock      Stock     Compensation

_______   _______     ________   _______   ____________
<S>
<C>       <C>         <C>        <C>       <C>
Balance, December 31,
1993...............................................  $    18
11            1        --            27
  Common stock options less deferred
compensation........................       --        --
--        --            55
  Accretion of put
option................................................       --
--           --        --            --
  Currency exchange
adjustment...........................................       --
--           --        --            --
Transactions by pooled companies:
  Issuance of  2,389,563 shares of common
stock..........................        2        --           --
--            --

  Net
income...........................................................
 ..       --        --           --        --            --


_______   ______     ________   _______   ____________

Balance December 31,
1994................................................       20
11            1        --            82
  Issuance of 100,592 shares of Class C common stock less 80,472
shares
   subject to put
option.................................................       --
--           --        --            --
  Special compensation - option
issues...................................       --        --
--        --           (82)
  Accretion of put
option................................................       --
--           --        --            --
  Conversion of 20,263,458 shares of Class A, 10,660,000 shares
of
    Class B,  and 739,652 shares of Class C common into a single
    class of common  stock due to
reincorporation........................      (20)      (11)
(1)       32            --
  Issuance of 7,600,000 shares of common stock, net of offering
expenses.       --        --           --         8            --
  Cancellation of the put option on 3,070,584
shares.....................       --        --           --
3            --
  Transaction by pooled companies:
     Issuance of 8,507,904 shares of common
stock........................       --        --           --
8            --

  Currency exchange
adjustment...........................................       --
--           --        --            --

  Net
loss.............................................................
 ..       --        --           --        --            --

_______   _______    ________   _______   ____________
Balance , December
31,1995...............................................       --
--           --        51            --
  Issuance of 5,982,220 shares of common stock, net of offering
expenses.       --        --           --         6            --
  Issuance of 1,719,654 shares of common stock for options
exercised.....       --        --           --         2
--
  Tax benefit of stock options
exercised.................................       --        --
--        --            --
  Transactions by pooled companies:
  Issuance of 332,196 shares of common
stock.............................       --        --           -
-        --            --

  Currency exchange
adjustment...........................................       --
--           --        --            --

  Unrealized gain on marketable securities, net of
taxes.................       --        --           --        --
--
  Net
income...........................................................
 ..       --         --          --        --            --

_______   _______    ________   _______   ____________
Balance, december 31,
1996...............................................   $   --    $
--    $     --   $    59   $        --

=======   =======    ========   =======   ============

Currency   Unrealized Retained    Total

Paid-in   Exchange   Gain on    Earnings  Stockholders'

Capital   Adjustment Marketable (Deficit)  Equity

Securities

_______   _______    ________   _______   ____________

Balance , December 31,
1993..............................................   $ 2,239   $
316    $     --   $  5,587  $     8,199
  Common stock options less deferred
compensation........................        --        --
--         --           55
  Accretion of put
option................................................        --
--          --      (111)        (111)
  Currency exchange
adjustment...........................................        --
(274)         --         --        (274)
  Transactions by pooled companies:
    Issuance of  2,389,563 shares of common
stock........................     1,046        --          --
--        1,048

  Net
income...........................................................
 ..        --        --          --      3,935        3,935

_______   _______    ________   ________  ____________
Balance December 31,
1994................................................     3,285
42          --      9,411       12,852
  Issuance of 100,592 shares of Class C common stock less 80,472
shares
    subject to put
option................................................        59
--          --         --           59
  Special compensation - option
issues...................................    34,707        --
--         --       34,625
  Accretion of put
option................................................        --
--          --       (213)        (213)
  Conversion of 20,263,458 shares of Class A, 10,660,000 shares
of Class
    B, and 739,656 shares of Class C common into a single class
of
    common stock due to
reincorporation..................................        --
--          --         --           --
  Issuance of 7,600,000 share of common stock, net of offering
expenses..    23,163        --          --         --
23,171
  Cancellation of the put option on 3,070,584
shares.....................     2,797        --          --
--        2,800
  Transaction by pooled companies:
    Issuance of 8,507,904 shares of common
stock.........................     5,519        --          --
--        5,527
  Currency exchange
adjustment...........................................        --
12          --         --           12

  Net
loss.............................................................
 ..        --        --          --    (13,453)     (13,453)

______   _______    ________   _________   ___________
Balance , December
31,1995...............................................    69,530
54          --     (4,255)      65,380
  Issuance of 5,982,220 shares of common stock, net of offering
expenses.    42,239        --          --         --       42,245
  Issuance of 1,719,642 shares of common stock for options
exercised.....        92        --          --         --
94
  Tax benefit of stock options
exercised.................................     5,040        --
--         --        5,040
  Transactions by pooled companies:
    Issuance of 332,196 shares of common
stock...........................       835        --          --
--          835

  Currency exchange
adjustment...........................................        --
1,257         --         --        1,257

  Unrealized gain on marketable securities, net of
taxes.................        --         --      1,017         --
1,017
  Net
income...........................................................
 ..        --         --         --     10,857       10,857

________   ________    _______   ________   ____________
Balance, December 31,
1996...............................................  $117,736
$1,311     $1,017    $ 6,602     $126,725

========   ========    =======   ========   ============
The accompanying notes are an integral part of  the consolidated
financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                        SITEL CORPORATION AND
SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF
CASH FLOWS
(dollars in thousands)

For The Years Ended December 31,

________________________________


1994             1995           1996

__________      ____________   ___________
<S>
<C>             <C>            <C>
Cash flows from operating activities:
   Net income
(loss).................................................       $
3,935      $   (13,453)   $   10,857
   Adjustments to reconcile net income (loss) to net cash
provided
     by operating activities:
        Special compensation
expense.................................              --
34,585            --
        Depreciation and
amortization................................           5,341
7,090         13,256
        Provision for deferred income
tax............................            (818)         (12,219)
1,823
        Deferred
compensation........................................
804               70            557
        Loss (gain) on sale of property and
equipment................              44               53
(37)
        Forgiveness of loans receivable from related
parties.........              --              449             --
        Change in assets and liabilities:
           Trade accounts
receivable.................................          (9,623)
(9,408)       (17,083)
           Other
assets..............................................
(1,518)            (769)         4,097
           Trade accounts
payable....................................             746
4,302          6,662
           Other
liabilities.........................................
2,304            4,573         15,711

___________      ____________    ___________
                 Net cash provided by operating
activities...........           1,215           15,273
35,843

__________       ____________    ___________
Cash flows from investing activities:
   Purchases of property and
equipment...............................          (9,415)
(13,279)       (39,954)
   Proceeds from sales of property and
equipment.....................              43              126
199
   Acquisition of Teleaction, net of cash
acquired...................              --               --
(23,720)
   Acquisition of CTC, net of cash
acquired..........................              --
--         (4,216)
   Investments in marketable
securities..............................              --
(22,196)       (63,793)
   Sale of marketable
securities.....................................              --
9,150         76,840
   Changes in other assets,
net......................................            (373)
(349)          (380)

___________     _____________   ___________
                 Net cash used in investing
activities...............          (9,745)         (26,548)
(55,024)

___________     _____________   ___________
Cash flows from financing activities:
   Borrowings on notes
payable.......................................          60,049
21,929         17,169
   Repayments of notes
payable.......................................         (59,043)
(21,429)       (16,026)
   Borrowings on long-term
debt......................................           8,079
7,319            500
   Repayment of long-term
debt.......................................          (1,764)
(13,237)        (2,048)
   Repayment of note payable to related
party........................              --             (492)
--
   Issuance of  redeemable preference
shares.........................           2,571               --
--
   Repayment of  redeemable preference
shares........................            (230)            (464)
(2,075)
   State incentive credits
received..................................              --
800             --
   Common stock issued, net of
expenses..............................           1,048
23,171         42,339
   Payments on capital lease
obligations.............................            (771)
(2,449)          (259)

___________     _____________   ____________
                 Net cash provided by  financing
activities..........           9,939           15,148
39,600

___________     _____________   ____________
   Effect of exchange rates on
cash..................................            (101)
(104)            760

___________     _____________   ____________
                 Net increase in
cash................................           1,308
3,769          21,179
Cash and cash equivalents, beginning of
year.........................            (546)             762
4,531

___________     _____________   ____________
Cash and cash equivalents, end of
year...............................      $      762      $
4,531     $    25,710

===========     =============   ============
Supplemental disclosures of cash flow information:
   Interest
paid.....................................................      $
1,071      $     1,212     $       846
   Income
taxes......................................................
$    2,080      $     4,170     $     4,311

Supplemental disclosures of non-cash investing and financing
activities
  In 1995, upon completion of the IPO, the put option on common
stock was canceled causing a reclassification of $2,800
     to stockholders' equity.
  In 1996,  the tax benefit of stock options exercised was
$5,040.
  The Company capitalized leases of $2,218, $2,960, and $2,101,in
1994, 1995 and 1996, respectively.
  The Company issued stock in connection with the acquisition of
businesses with a value of $28 and $5,498  in 1995
     and 1996, respectively.



</TABLE>

<PAGE>
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES:

     (a)  DESCRIPTION OF BUSINESS.  SITEL Corporation ("SITEL")
and subsidiaries
(collectively, the "Company") are engaged in inbound, outbound,
and interactive
teleservicing activities, servicing the insurance, financial
services,
telecommunications, media and entertainment, technology,
utilities, consumer,
automotive, and travel industries.  Operations are primarily
located in North
America and Europe.

     (b) PRINCIPLES OF CONSOLIDATION.  The consolidated financial
statements
include the financial statements of SITEL Corporation and its
subsidiaries.  All
significant intercompany accounts and transactions have been
eliminated in
consolidation.

     During 1996, the Company acquired all of the outstanding
common stock of
National Action Financial Services, Inc. ("NAFS") by issuing
2,742,452 shares of
its common stock and all of the outstanding common stock of Mitre
plc ("Mitre")
by issuing 18,341,106 shares of its common stock in two separate
business
combinations accounted for using the pooling-of-interests method
of accounting.
Accordingly, the consolidated financial statements for periods
prior to each
business combination have been restated to include the accounts
and results of
operations of NAFS and Mitre.  No significant adjustments were
required to
conform the accounting policies of the combining enterprises.

     The results of operations previously reported by the
separate enterprises
and the combined amounts presented in the accompanying
consolidated financial
statements are summarized below:


                                      (in thousands)
                             1994        1995           1996
                           ________   ___________    __________
         Revenues:
             SITEL          $86,262      $120,617      $ 196,279
             NAFS               593         8,258         15,685
             Mitre           29,902        58,340        100,786
                           ________   ___________    ___________
                           $116,757      $187,215      $ 312,750
         Combined          ========   ===========    ===========

         Net income(loss):
             SITEL         $ 3,827     $ (16,349)        $6,016
             NAFS             (236)          773         (1,132)
             Mitre             344         2,123          5,973
                           ________   ___________    ___________
                Combined   $ 3,935     $ (13,453)       $ 10,857
                           ========   ===========    ===========

     Transaction related expenses of approximately $0.7 million
and $6.3 million
for the combinations with NAFS and Mitre, respectively, were
expensed during
1996 at the closing of each transaction.

     (c)  TRANSLATION OF FOREIGN CURRENCIES.  The translation of
the applicable
foreign currencies into U.S.  dollars is performed for balance
sheet
accounts using current exchange rates in effect at the balance
sheet date.
Revenue and expense accounts are translated using average
exchange rates
prevailing during the year.  Gains or losses resulting from
currency translation
are included in stockholders' equity.

<PAGE>
     (d)  REVENUE RECOGNITION.  The Company recognizes revenues
as services
are performed for its clients.  Specific set up costs incurred in
respect of
major long-term contracts to provide services to clients are
carried forward
against the future contractual revenues relating to those costs.

     (e)  CASH EQUIVALENTS.  Cash equivalents generally consist
of highly
liquid debt instruments purchased with an original maturity of
three months or
less.

     (f) PROPERTY AND EQUIPMENT.  Property and equipment are
stated at cost.
Equipment under capital leases is stated at the present value of
minimum lease
payments.  Depreciation is calculated on the straight-line method
over the
estimated useful lives of the assets which range from 3 to 20
years.  Assets
recorded under capital leases are amortized on a straight-line
basis over the
shorter of the lease term or estimated useful life of the asset.

     (g)  INVESTMENTS IN MARKETABLE SECURITIES.   All marketable
securities held
by the Company at December 31, 1995 and 1996, were classified as
available-for
sale and recorded at fair value.  Unrealized holding gains and
losses, net of
the related tax effect, on available-for-sale securities are
excluded from
income and are reported as a separate component of stockholders'
equity until
realized.  Realized gains and losses from the sale of available-
for-sale
securities are determined on a specific identification basis.
Fair values are
estimated based upon quoted market values.

     (h) INCOME TAXES.  Income taxes are accounted for under the
asset and
liability method.  Deferred tax assets and liabilities are
recognized for the
future tax consequences attributable to differences between the
financial
statement carrying amounts of existing assets and liabilities and
their
respective tax bases and operating loss and tax credit
carryforwards.  Deferred
tax assets and liabilities are measured using enacted tax rates
expected to
apply to taxable income in the years in which those temporary
differences are
expected to be recovered or settled.  The effect on deferred tax
assets and
liabilities of a change in tax rates is recognized in income in
the period that
includes the enactment date.  Valuation allowances, if any, are
established when
necessary to reduce deferred tax assets to the amount that is
more likely than
not to be realized.  Income taxes are not accrued for unremitted
earnings of
international operations that have been, or are intended to be,
reinvested
indefinitely.

     (i)  GOODWILL.  Goodwill consists of the difference between
the purchase
price incurred in acquisitions using the purchase method of
accounting and the
fair value of net assets acquired and is being amortized using
the straight-line
method over 25 years.  Accumulated amortization of goodwill at
December 31, 1995
and 1996 was $0.7 million and $1.4 million, respectively.  The
Company monitors
events and changes in circumstances which may require a review of
the carrying
value of goodwill at each consolidated balance sheet date to
assess
recoverability based on estimated undiscounted future operating
cash flows.
Impairments would be recognized in operating results if a
permanent diminution
in value were to occur based on fair value.  The assessment of
the
recoverability of goodwill will be impacted if estimated future
operating cash
flows are not achieved.

     (j)  INCOME (LOSS) PER SHARE.  Income (loss) per share
attributable to
common shareholders has been computed using the weighted average
number of
common and common equivalent shares outstanding (see Note 9) and
after giving
retroactive effect to the stock splits (see Note 6) and business
combinations
accounted for using the pooling-of-interests method of
accounting.

<PAGE>
     A summary of common stock and common stock equivalents used
to calculate
income (loss) per share is as follows:

                                            (in thousands)
                                   For The Years Ended December
31,

________________________________
                                      1994      1995        1996
                                    _______    _______
________
       Common stock..............    33,906    40,565
57,746
       Common stock equivalents -
           stock options.........    10,864     5,387
8,265
                                     _______   _______
________

             Total...............    44,770    45,952
66,011
                                     =======   =======
========

     Pursuant to Securities and Exchange Commission Staff
Accounting Bulletin
No. 83, options to purchase common stock granted with exercise
prices below the
assumed initial public offering price per share during the 12
months preceding
the date of the initial public offering are included in the
calculation of
common equivalent shares, using the treasury stock method, as if
they were
outstanding for all periods presented.

     (k)  USE OF ESTIMATES.    The preparation of the
consolidated financial
statements in conformity with generally accepted accounting
principles requires
management to make estimates and assumptions that affect the
reported amounts of
assets and liabilities and disclosures of contingent assets and
liabilities at
the date of the consolidated financial statements and the
reported amounts of
revenues and expenses during the reporting period.  Actual
results could differ
from those estimates.

     (l)  STOCK COMPENSATION.   Prior to January 1, 1996, the
Company accounted
for its stock option plan in accordance with the provisions of
Accounting
Principles Board ("APB") Opinion No. 25, Accounting for Stock
Issued to
Employees, and related interpretations.  As such, compensation
expense would be
recorded on the date of grant only if the current market price of
the underlying
stock exceeded the exercise price.  On January 1, 1996, the
Company adopted
Statement of Financial Accounting Standards ("SFAS") No. 123,
Accounting for
Stock-Based Compensation, which permits entities to recognize as
expense over
the vesting period the fair value of all stock-based awards on
the date of
grant.  Alternatively, SFAS No. 123 also allows entities to
continue to apply
the provisions of APB Opinion No. 25 and provide pro forma net
income (loss) and
pro forma net income (loss) per share disclosures for employee
stock option
grants made in 1995 and future years as if the fair-value-based
method defined
in SFAS No. 123 had been applied.  The Company has elected to
continue to apply
the provisions of APB Opinion No. 25 and provide the pro forma
disclosure
provisions of SFAS No. 123.

     (m)  FAIR VALUES OF FINANCIAL INSTRUMENTS.  Fair values of
cash and cash
equivalents, receivables, accounts payable,  marketable
securities, notes
payable, and redeemable preference shares are estimated to
approximate carrying
values due to the short maturities of these financial
instruments.

<PAGE>
2.   ACQUISITIONS:

     On December 21, 1995, the Company acquired all stock held by
minority
stockholders in three subsidiaries of Mitre by issuing Mitre
stock with a value
of approximately $5.5 million.  The acquisition of the minority
holdings was
accounted for using the purchase method of accounting.
Accordingly, the
purchase price was allocated based on estimated fair values at
the date of
acquisition.  The excess of purchase price over the fair value of
the net assets
acquired was approximately $4.8 million and is being amortized
over a period of
25 years.

    On February 9, 1996, the Company acquired the teleservicing
businesses of
C.T.C. Canadian Telephone Corporation and 2965496 Canada, Inc.
(collectively,
"CTC") through purchases of certain assets and the assumption of
certain
liabilities of each business for a purchase price of
approximately $4.2 million,
including acquisition costs.  The acquisition of CTC has been
accounted for as a
purchase.  Accordingly, the purchase price has been allocated to
the assets and
liabilities acquired based upon their fair values at the date of
acquisition and
the results of operations of CTC have been included in the
consolidated results
of operations since the date of acquisition.  Goodwill of
approximately $4.2
million was recorded for the excess of purchase price over the
fair value of net
assets acquired and is being amortized over an estimated useful
life of 25
years.  Prior to the acquisition date, the results of operation
of CTC were not
significant.

     On June 12, 1996, the Company acquired Teleaction S.A.
("Teleaction"), a
Spanish teleservicing company, through the payment of
approximately $25 million
for 69.2% of the capital stock, and an unconditional commitment
(the "purchase
price payable") to close the purchase of the remaining 30.8% in
June 1998.  The
purchase price payable includes an unconditional commitment to
pay a minimum of
1.4 billion Spanish pesetas (approximately $10.8 million US at
acquisition) plus
additional amounts of contingent consideration based upon the
attainment of
specified levels of earnings before interest, depreciation, and
income taxes, as
defined in the acquisition agreement.  The Company has accounted
for the
transaction as an acquisition of all of the outstanding capital
stock of
Teleaction because the Company has acquired the risks and rewards
of ownership
except for the contingent consideration, which has been accounted
for as
additional purchase price paid.

     Due solely to the contingent consideration provisions of the
purchase
agreement, the company granted certain protective rights to the
holders of the
remaining 30.8% of the capital stock of Teleaction (the
"remaining
shareholders") through the end of the contingency period in June
1998.  Those
protective rights require approval by five of the six board
members (two of the
Board members are appointed by the remaining shareholders) or
approval by the
holders of 85% of the shares of Teleaction (which percentage
would necessarily
include some of the shares held by the ramaining shareholders) in
order to take
certain actions.  Those actions include approval of the annual
budget,
declaration of dividends, prosecution of material litigation,
entering into
contracts outside the ordinary course of business, investing in
other entities,
licensing technology, issuing corporate guarantees and bonds,
declaring
bankruptcy, and changing auditors, among other actions.  The
Company believes
that these protective rights do not prevent the Company from
exercising
unilateral control over all significant aspects of the operation
of Teleaction.

The acquisition was accounted for using the purchase method of
accounting.
Accordingly, the purchase price was allocated to assets and
liabilities acquired
based on their estimated fair values at the date of acquisition
and the results
of operation of Teleaction have been included in the consolidated
results of
operation since the date of acquisition.  The Company has
recorded goodwill of
approximately $30.2 million for the excess of purchase price over
net assets
acquired as of December 31, 1996, including the additional acrual
of contingent
purchase price payable, which will be amortized over a period of
25 years.

     The following unaudited pro forma information shows the
results of the
Company as though the Teleaction acquisition occurred on January
1, 1995.  These
results include certain adjustments, and do not necessarily
indicate future
results, nor the results of historical operations had the
acquisition actually
occurred on the assumed date.

                            (in thousands, except per share data)
                              For the Years Ended December  31,
                              _________________________________
                                       1995         1996
                                    __________   _________
                                          (unaudited)
          Revenues                  $  217,731    $ 327,666

          Net income (loss)         $ (12,193)    $  10,862

          Income (loss) per share   $   (0.27)    $   0 .16

<PAGE>

     In January 1997, the Company acquired all of the outstanding
capital stock
of Telebusiness Holdings, a systems integration company based in
Australia and
New Zealand.  In February 1997, the Company completed the
acquisition of
substantially all of the assets of Exton Technology Group, a
teleservicing
technical support company based in Madison, Wisconsin.
Additionally, in March
of 1997, the Company acquired all of the outstanding stock of
Levita Group Pty
Ltd., an Australian based teleservicing company, and L&R Group
Limited, a United
Kingdom based teleservicing consulting firm.  The aggregate
purchase price of
these acquisitions was approximately $47 million of which
approximately $36
million will be recognized as goodwill.


3.   INVESTMENTS IN MARKETABLE SECURITIES:

     The amortized cost, gross unrealized holding gains and fair
value for
available-for-sale securities by major security type at December
31, 1995 and
1996 were as follows:


                                                 (in thousands)
                                                     Gross
                                                   Unrealized

                                     Amortized    Holding
Fair
                                        Cost       Gains
Value
                                     _________   ________
________
   December 31, 1995

          U.S. Treasury securities      $3,008          -
$3,008
          Municipal debt securities      7,888          -
7,888
          Corporate debt securities      1,000          -
1,000
          Equity securities              1,150          -
1,150
                                     _________    _______
________
                         Total         $13,046    $     -
$13,046
                                     =========    =======
========
   December 31, 1996
          Equity securities               $200     $1,540
$1,740
                                     =========    =======
========


     Proceeds from the sale of marketable securities available
for sale were
$9.2 million and $76.8 million in 1995 and 1996, respectively.
No gross
realized gains or losses resulted from the sale of marketable
securities
available-for-sale in 1995 and 1996.

4.    PROPERTY AND EQUIPMENT:

       Property and equipment at December 31, 1995 and 1996
consist of the
following:


                                               (in thousands)
                                            1995          1996
                                          _________     _________
        Telecommunications equipment        $29,064       $57,320
        Furniture and equipment               9,858        23,515
        Leasehold improvements                5,882         8,675
        Buildings                               868         4,063
        Automobiles                              68           321
                                          _________     _________
                                             45,740        93,894
        Less accumulated depreciation        20,725        34,785
                                          _________     _________
                                            $25,015       $59,109
                                          =========     =========

<PAGE>

5. LONG-TERM DEBT:

    Long-term debt at December 31, 1995 and 1996, consisted of
the following:

                                                         (in
thousands)
                                                For The Years
Ended December 31,

________________________________
                                                          1995
1996
                                                         ______
______
 8% note payable in monthly installments, including
 interest, with final payment due May 2004; secured by
 property.............................................   $1,292
$1,270

 Other notes payable with weighted-average interest
 rates of 8.5% and 6.4% in 1995 and 1996, respectively;
 secured by property and equipment....................    2,461
1,209
                                                         ______
______

                                                          3,753
2,479

        Less current portion..........................      871
759
                                                         ______
______
                   Total..............................   $2,882
$1,720
                                                         ======
======

     The Company has two revolving credit agreements with maximum
borrowings
aggregating  $22 million.  The Company can borrow at .75% under
the bank's
national prime lending rate.  At December 31, 1996, the Company
had no
borrowings under these agreements.

    Additionally, several international lines of credit are
available to fund
local working capital requirements. The maximum borrowings under
these
facilities are approximately $15.2 million.  At December 31,
1996, the total
amount of notes payable outstanding under these facilities
approximated $3.6
million with a weighted-average interest rate of 7.6%.

    The aggregate maturities of long-term debt for each of the
five years
following December 31, 1996 are as follows:
                                          (in thousands)
                                           Maturities of
               Year Ending December 31,    Long-term Debt
               ________________________     _____________
               1997                             $759
               1998                              594
               1999                              317
               2000                              256
               2001 and thereafter               553

     Redeemable preference shares were issued by Mitre and
certain subsidiaries
 of Mitre prior to the acquisition by the Company.  The shares
were generally
 redeemable at par in equal installments at the option of the
holder, and paid
 cumulative dividends of 7.5% to 10%.  As a result of the
acquisition of Mitre,
 substantially all of the shares were redeemed.

<PAGE>
6.   COMMON STOCK:

     _____________

      On May 13, 1996, the Company effected a two-for-one stock
split to
shareholders of record on May 3, 1996.  On  October 21, 1996, the
Company
effected a second two-for-one stock split to shareholders of
record on October
14, 1996.  Both of these stock splits have been given retroactive
effect in the
accompanying consolidated financial statements.

      In May 1995, the Company was reincorporated in the State of
Minnesota.  As
part of the reincorporation, each outstanding share of Class A,
Class B, and
Class C common stock was converted automatically to 2.5 shares of
new $.001 par
value common stock.

     During June 1995, the Company completed an initial public
offering ("IPO")
of its common stock.  In that IPO, the Company issued 7,600,000
shares at a
price of $3.38 per share, as adjusted for subsequent stock
splits.  Net proceeds
of approximately $23.2 million were realized by the Company after
deducting the
underwriting discount and offering costs.

     Prior to its IPO, the Company's outstanding capital stock
included
3,070,584 shares of Class C common stock that was issued with a
put option in
connection with a previous acquisition of a business.  The put
option entitled
the shareholder to put those shares back to the Company between
July 1, 1997 and
November 30, 1997 in exchange for a note payable of $4.5 million
less the amount
of certain expenditures made by the stockholder relating to
obligations not
assumed by the Company in that previous acquisition.  The value
of the put
option was being accreted by charges to retained earnings over
the life of the
put option until its cancellation, which occurred concurrently
with the
Company's IPO.

     The Company completed an additional public offering of
common stock in
February 1996.  The Company sold 5,982,220 shares at a price of
$7.50 per share,
as adjusted for the stock splits.   Net proceeds of $42.3 million
were realized
by the Company after deducting the underwriting discount and
offering expenses.

7.   INCOME TAXES:
     _____________

      For financial reporting purposes, income (loss) from
continuing operations
  before income taxes and minority interest includes the
following components: (

                                (in thousands)
                         For The Years Ended December 31,
                        ________________________________
                        1994          1995          1996
                      ________     __________    __________

     Pretax income:
      United States   $ 4,422     $ (23,834)     $   8,653
      Foreign           1,422         5,050         12,502
                      ________     __________    __________

        Total         $ 5,844     $ (18,784)      $ 21,155
                      ========     ==========    ==========

<PAGE>
     The components of the provision for income tax expense
(benefit) consists
of:

(in thousands)
                               For The Years Ended December 31,
                              _________________________________
                               1994          1995         1996
                            _________    ___________    _________

    Current:
      Federal                  $1,560           3,804
$3,929
      Foreign                     719           1,681
4,529
      State                        65             141
(60)
                            _________     ___________
_________

                                2,344           5,626
8,398

     Deferred:
      Federal                     325         (12,203)
1,521
      Foreign                     (25)            (16)
302
      State                    (1,118)             --           -
-
                             _________      _________
________

                                 (818)        (12,219)
1,823

      Provision for income
              taxes           $ 1,526        $ (6,593)
$10,221
                             =========     ==========
=========

     Certain of the income tax benefits related to the exercise
of stock options
reduce taxes currently payable and are credited to paid-in
capital.  The amount
credited in 1996 was approximately $5,040.

<PAGE>
     The tax effects of temporary differences that give rise to
significant
portions of the deferred tax assets and deferred tax liabilities
are presented
below:


                                                            (in
thousands)
                                                For The Years
Ended December 31,

_________________________________
                                                             1995
1996

______    _______

  Deferred tax assets:
   Accrued compensation and other liabilities              $
12,345  $  11,198
   Net operating loss and other credit carryforwards
2,065      2,558
   Depreciation and amortization
587         --
   Deferred tax items related to international operations
--        320
   Allowance for doubtful accounts
183        297

________    _______
 Total deferred tax assets                                 $
15,180  $  14,373

________    _______
  Deferred tax liabilities:
   Deferred tax items related to international operations
207      1,137
   Leased assets and depreciation                               -
-        640
   Unrealized gain on marketable securities                     -
-        523
   Other
94        374

______    _______

      Total deferred tax liabilities
301      2,674

______    _______

      Net deferred tax asset                              $
14,879  $  11,699

======    =======

     Based upon the Company's current and historical pretax
earnings, adjusted
for significant deductions available from the exercise of
nonqualified stock
options, management believes that it is more likely than not that
the Company
will generate sufficient U.S. taxable income to fully  realize
the benefits of
its recorded deferred tax assets.

     Undistributed earnings of international consolidated
subsidiaries for which
no deferred income tax provision has been made for possible
future remittances
totaled approximately $11 million at December 31, 1996.
Substantially all of
this amount represents earnings reinvested as part of the
Company's ongoing
business.  It is not practical to estimate the amount of U.S.
taxes that might
be payable on the eventual remittance of such earnings.  On
remittance, certain
countries impose withholding taxes that, subject to certain
limitations, are
then available for use as tax credits against a U.S. tax
liability,  if any.
The Company estimates withholding taxes of approximately $1.0
million would be
payable upon remittance of those earnings.  At December 31, 1996,
the Company
had U.S. Federal net operating loss carryforwards of
approximately $1.7 million
which will expire in 2004.

<PAGE>

     The difference between the Company's income tax expense
(benefit) as
reported in the accompanying consolidated financial statements
and that which
would be calculated applying the U.S. Federal  income tax rate of
34% on pretax
income, less minority interest, is as follows:


                                             (in thousands)
                                     For The Years Ended December
31,

________________________________
                                          1994        1995
1996
                                        ________    ________
_______

     Expected Federal income taxes      $  1,857    $(6,816)   $
7,166
     State taxes, net of Federal effects    (695)        93
(40)
     Amortization                             57         18
266
     Impact of foreign operations            225          4
438
     Merger related costs                     --          --
2,257
     Other                                    82        108
134
                                        ________    ________
_______
        Total                           $  1,526    $(6,593)
$10,221
                                        ========    ========
=======


8. LEASE OBLIGATIONS:

     The Company is obligated under various capital leases for
property and
certain equipment that expire at various dates during the next
four years.
Capitalized leased equipment included in property and equipment
was
approximately $2.4 million and $7.3 million at December 31, 1995
and 1996,
respectively, net of accumulated amortization.

     The Company also leases property and certain equipment under
noncancelable
operating lease arrangements which expire at various dates
through 2004.  Rent
expense was approximately $2.9 million, $3.8 million, $6.7
million for the years
ended December 31, 1994, 1995 and 1996, respectively.  Certain
leases of real
property provide options to extend the lease terms.

     Future minimum lease payments under noncancelable operating
leases and
future minimum capital lease payments as of December 31, 1996 are
as follows:


                                           (in thousands)
                                        CAPITAL    OPERATING
                                        LEASES       LEASES
                                       _________   _________
    Year ending December 31,
       1997                              $ 3,168     $ 10,690
       1998                                2,385        9,707
       1999                                1,107        8,719
       2000                                   60        6,647
       2001 and thereafter                     -        7,621
                                       _________    _________
                                           6,720    $  43,384
                                                    =========
 Less amount representing interest           547
                                       _________
    Present value of net minimum
    lease obligations                    $ 6,173
                                       =========

<PAGE>
9.   STOCK OPTION PLANS:

     The Company has four stock plans, all approved by
shareholders in 1995,
described as follows:

    a)  STOCK PLAN FOR REPLACEMENT OF EXISTING OPTIONS
("REPLACEMENT PLAN").
        Under this plan, options for 4,541,780 shares were
granted, with an
        option price of $.0025 per share, as replacements for
3,110,000 options
        outstanding at December 31,1994.


     b)  STOCK OPTION PLAN ("EEB REPLACEMENT  PLAN").  Under this
plan, options
         for 7,381,720 shares were granted in 1995, with an
option price of
         $.0025 per share, as replacements for the Company's
employee equity
         benefit plan ("EEB Plan").The EEB Plan had 12,655,500
units outstanding
         with base values ranging from $.85 to $1.71.  With
respect to both the
         Replacement Plan and the EEB Replacement Plan, the
following applies:
         Options are exercisable in five equal annual
installments from January
         1996 to May 2000.  The Company recorded these options at
the estimated
         fair value at date of grant ($2.91), with a
corresponding charge to
         special compensation expense totaling $34.6 million. All
options
         granted were vested as of the date of grant.  No further
options will
         be granted under these plans.

     c) 1995 EMPLOYEE STOCK OPTION PLAN ("1995 PLAN").  The 1995
Plan provided
        for the granting of options to purchase up to an
aggregate of 2,800,000
        shares. Shareholders authorized an additional 7,000,000
shares in 1996.
        Options granted may be either nonqualified or incentive
stock options.
        Vesting terms vary with each grant, and option terms may
not exceed ten
        years.  Option prices, set by the Compensation Committee
of the Board of
        Directors, may not be less than the fair market value at
date of grant
        for incentive stock options or less than par value for
nonqualified
        stock options.  At December 31,1996, there were
approximately 3,600,000
        shares available for issuance pursuant to future grants
under the 1995
        Plan.


     d) 1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN ("DIRECTORS
PLAN"). The
        Directors' Plan provides for automatic grants of
nonqualified options to
        each independent director of the Company.  Each
independent director
        will be granted nonqualified options to purchase 4,000
shares of common
        stock upon first being elected to the Board of Directors
and on each
        anniversary thereof.  The exercise price for all
Nonqualified Options
        will equal the fair market value of the common stock on
the date of
        grant.  The options vest one year after the date of
grant. At December
        31, 1996, there were 88,000 shares available for issuance
pursuant to
        future grants under the Directors' Plan.

<PAGE>
      Additional information as to shares subject to options is
as follows:

                                                 WEIGHTED-AVERAGE
                                      NUMBER OF   EXERCISE PRICE
                                       OPTIONS      PER OPTION
                                     __________     __________

   Balance January 1,1995                     -               -
      Granted                        12,539,500        $    .29
      Exercised                               -               -
      Canceled                                -               -
                                     __________     ___________

   Balance December 31,1995          12,539,500        $    .29
      Granted                         5,608,462          $15.39
      Exercised                      (1,719,642)        $   .05
      Canceled                         ( 50,908)         $15.75
                                    ___________    ____________

   Balance December 31,1996          16,377,412         $  5.44
                                     ==========    ============

   Exercisable at December 31,1996      809,058         $  1.01
                                     ==========    ============


     The following table summarizes information about stock
options outstanding
at December 31, 1996.

                   Options Outstanding                   Options
Exercisable
                  _____________________
_______________________
                              Weighted-
                Number        Average        Weighted-
Weighted
   Range of     Outstanding   Remaining      Average
Exercisable  Average
   Exercise     at 12/31/96   Contractual    Exercise   at
12/31/96  Exercise
   Prices                     Life           Price
Price
 ___________________________________________________
_________________________
   $.0025         10,209,458    3.41      $.0025      670,658
$.0025
   $ 4.39 - $8.72    716,000    4.20      $ 6.28      136,000
$  5.74
   $10.75 - $19.50 5,451,954    9.02      $15.50        2,400
$15.75


     The per share weighted-average fair value of stock options
granted during
1995 and 1996 was $2.16 and $7.84, respectively, on the date of
grant using the
Black-Scholes option-pricing model with the following weighted-
average
assumptions:  expected dividend yield 0.0%, expected volatility
factor 30%, risk
free interest rate of 5.82% and 6.48% in 1995 and 1996,
respectively, and an
expected life of 5 years and 8.62 years in 1995 and 1996,
respectively.

<PAGE>
     Had the Company determined compensation cost based on the
fair value at the
grant date for its stock options under SFAS No. 123, the
Company's net income
(loss) would have been reduced to the pro forma amounts indicated
below:

                                   (in thousands, except per
share data)
                                      For The Years Ended
December 31,

________________________________
                                                1995        1996
                                              _________
_______
       Net income (loss):       As Reported   $(13,453)
$10,857
                                Pro Forma      (13,493)
10,186

       Income (loss) per share: As Reported   $  (0.29)    $
0.16
                                Pro Forma        (0.29)
0.15


     In June 1995, NAFS entered into an agreement with one
employee whereby the
Company committed to grant options amounting to 2% of the common
stock of NAFS
to the employee in connection with his initial employment
contract.  In May
1996, NAFS fulfilled this commitment by issuing the options and
recording
compensation expense, which has been classified as selling,
general, and
administrative expense, of approximately $0.6 million.


10.  RELATED PARTY TRANSACTIONS:

     The Company leases certain property from related parties.
Total rent
payments to related parties were $0.3, $0.3, and $0.1 million in
the years ended
December 31, 1994, 1995, and 1996, respectively.  The Company
purchased this
property in 1996 for $1.5 million.

     For the year ended December 1996, the Company purchased
approximately $1.0
million of computer equipment from a company of which a Director
is the Chief
Executive Officer and President.  In addition, the Company
utilized
approximately $0.2 million of legal services from a firm of which
a Director is
the managing partner.

    For the period of December 1994 to June 30, 1996, a common
shareholder of
NAFS held 30,000 shares of Series A redeemable preference shares
in the amount
of $0.3 million and earning dividends at a rate of 10% per annum,
payable
quarterly.  Each share of preference stock was convertible into
shares of NAFS
common stock and was converted to common stock prior to the
merger of SITEL and
NAFS.  The same NAFS common shareholder held an installment note
payable of $0.5
million, bearing interest at 10%, and secured by the assets
subordinate to the
bank debt for the period of December 1994 to June 30, 1996.  The
debt included
contingent warrants that allowed for the issuance of stock to
purchase a
percentage of the Company's outstanding common stock contingent
upon the number
of months required to repay the note payable.  In connection with
the merger of
SITEL and NAFS, the note payable was repaid and the contingent
warrants were
canceled.


     In February 1995, the Company forgave $0.5 million of loans
receivable and
accrued interest from two stockholders.  This charge has been
included in
selling, general, and administrative expenses.

<PAGE>
11.  BENEFIT PLANS:

     The Company's 401(k) plan, formed in January 1994, covers
substantially all
employees who are 18 years of age with 60 days or more of
service.  Participants
may elect to contribute 1% to 15% of compensation.  The Company
may elect to
make a year end contribution to the 401(k) plan.  Company
contributions to the
plan were  $50,000 in 1996.  No contributions were made in 1994
and 1995.

    Effective May 15, 1994, the Company adopted a deferred
compensation plan
for certain executive employees, who elect to contribute to the
Plan.  The
Company may voluntarily match all or a portion of the
participants'
contributions.  Participants are 100% vested in their
contributions and the
Company's contributions vest over a 15-year period.  The Company
made
contributions to the plan of $0.3 million for the year ended
December 31, 1994.
No contributions were made to the plan in 1995 and 1996.  The
Company's
contributions are recognized as expense as the benefits vest.

12.  SEGMENT  DATA:

    The Company's operations are primarily conducted in one
business segment.
A summary of the Company's operations by geographic area follows.

                                         (in thousands)
                                For The Years Ended December 31,
                               ________________________________
                                 1994         1995        1996
                               ________     ________    ________

    REVENUE:

       North America             $86,855    $128,875    $184,366
       Europe                     29,902      58,340     128,384
                                ________   _________    ________

                                $116,757    $187,215    $312,750
                                ========   =========    ========

    OPERATING INCOME (LOSS):

       North America              $3,581    $(23,872)    $14,455

       Europe                      1,654       5,672      13,883
                                ________   _________    ________

                                 $ 5,235    $(18,200)    $28,338
                                ========   ==========   ========

    IDENTIFIABLE ASSETS:

       North America             $29,985     $69,421     $96,440

       Europe                     18,192      31,539     115,244
                                ________   _________    ________

                                 $48,177    $100,960    $211,684
                                ========   =========    ========


13.  CONTINGENCIES:

     From time to time, the Copmpany is involved in litigation
incidental to its
business.  In the opinion of management, no litigation to which
the Company is
currently a party is likely to a materially adverse effect on the
Company's
results of operations, financial condition, or cash flows, if
decided adversely
to the Company.

<PAGE>

                      INDEPENDENT AUDITORS' REPORT ON THE
                          FINANCIAL STATEMENT SCHEDULE





The Board of Directors
SITEL Corporation:

The audits referred to in our report dated April 4, 1997 included
the related
financial statement schedule as of December 31, 1996, and for
each of the years
in the three-year period ended December 31, 1996 included herein
and
incorporated by reference in the registration statement (No. 333-
13403) filed on
Form S-3, registration statement (No. 033-99434) filed on Form S-
8 and
registration statement (No. 333-19069) filed on Form S-8.  This
financial
statement schedule is the responsibility of the Company's
management. Our
responsibility is to express an opinion on this financial
statement schedule
based on our audits.  In our opinion, such financial statement
schedule, when
considered in relation to the basic consolidated financial
statements taken as a
whole, presents fairly in all material respects the information
set forth
therein.




Omaha, Nebraska                                          KPMG
Peat Marwick LLP
April 4, 1997







<PAGE>

                       SITEL CORPORATION AND SUBSIDIARIES

                                   SCHEDULE II
                        VALUATION AND QUALIFYING ACCOUNTS
                             (dollars in thousands)



                                                        ACCOUNTS
                                  BEGINNING  BAD DEBT  CHARGED TO
ENDING
  DESCRIPTION                      BALANCE   EXPENSE    ALLOWANCE
BALANCE
  ___________                     _________  _________
____________  ________

  Allowance for doubtful accounts
    for trade receivables
    Year ended December 31, 1994       $505       509
168       $846


  Allowance for doubtful accounts
    for trade receivables
    Year ended December 31, 1995       $846       422
331       $937


  Allowance for doubtful accounts
    for trade receivables
    Year ended December 31, 1996       $937     2,845
594     $3,188