SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
  (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, 1998

     [   ]      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 in its charter)
         MINNESOTA                                      47-0684333
   (State or jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                   Identification No.)
                111 SOUTH CALVERT, STE. 1900 BALTIMORE, MD 21202
                                 (410) 246-1505
  (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 February 26, 1999 was  $121,085,897  based upon the closing
price of $2.9375 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 February 26, 1999 the Company had  64,944,294  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 May
6, 1999 are incorporated into Part III.
This 10-K consists of 69 pages. The Exhibit index is on page 26.
<PAGE>
                                     PART I

ITEM 1.  BUSINESS

GENERAL

     SITEL Corporation  provides  outsourced  Customer  Relationship  Management
("CRM")  services on a global  scale.  The Company  was  organized  in 1985 as a
Minnesota  corporation and has grown both internally and through acquisitions to
include  operations in North  America,  Europe,  Asia Pacific and Latin America.
Over 19,000 SITEL  employees  worldwide  represent  many of the world's  leading
brand names. On behalf of these leading companies,  the Company finds,  acquires
and  retains  customers  and helps  these  organizations  enhance and grow these
relationships  through a variety of  value-added  services  working with several
e-Media  ranging from the  telephone,  to e-mail and the  Internet.  The Company
operates from over 14,000  workstations  in over 70 call centers  located around
the globe in 18  countries  and offers  services in more than 25  languages  and
dialects.

INDUSTRY OVERVIEW

     Over  the  last 10  years  the  Company's  industry  has  transformed  from
primarily   executing   telemarketing   campaigns,   to  performing   outsourced
teleservices and customer care applications,  and more recently, to increasingly
executing  integrated  customer  relationship  management  programs,   performed
primarily via e-Media (i.e.,  telephone,  facsimile,  Internet and e-mail).  The
industry  is  increasingly  working at the heart of its  clients'  key  business
processes. Fueling this trend is the growth in consumer telephone, worldwide web
and e-mail usage, combined with the business imperative for consistent levels of
quality  customer  service,  the  continuing  reduction  in the cost of computer
databases,  and the  arrival of  sophisticated  computer  telephony  integration
(CTI).

SITEL'S BUSINESS

     Today, the world's leading  companies  increasingly want their CRM partners
to  provide  value-added  services  at every  stage of the  customer  lifecycle:
customer acquisition,  customer care, technical support,  receivables management
and consulting.

     Industry  sources and the Company  estimate that worldwide  expenditures to
operate  call centers now exceed $200  billion  annually.  The Company sees even
more rapid  growth  fueled by the  Internet  revolution,  multi-trillion  e-mail
volumes and service-expectant  consumers.  The Company's activities include: (a)
customer  service  programs such as billing inquiry  response,  consumer product
information  response,  and  fraud  protection;   (b)  sales  programs  such  as
cross-selling  new  products  to  existing  customers,  taking  product  orders,
generating  leads for direct  sales  forces  and  account  activation  and order
solicitation;  (c) technical  support programs for Internet  Service  Providers,
technology  hardware  and  software  providers;   and  (d)  accounts  receivable
management  programs.  The Company also provides consulting services to help its
clients design and improve their internal and outsourced call center processes.

     The  outsourced  portion  of the  overall  call  center  market  has  grown
significantly since 1984, as a result of corporations  shifting their activities
from   internal   operations  to  outsourced   partners.   Although   outsourced
applications are increasing their share of overall call center expenditures, the
vast majority of call center activity is still performed  in-house.  The Company
believes that as its clients  increasingly seek to implement integrated customer
relationship   management  solutions,   they  will  increasingly  outsource  the
management of the call center  processes  associated  with these programs due to
the complexity and cost of implementing such programs internally.

                                       2
<PAGE>
         The Company expects to see outsourcing increase as:

     * companies  increasingly focus on their core competencies,
     * service and competency levels within our industry  continue  their  rapid
       improvement, and
     * companies like SITEL gain the scale of operations  necessary to  engender
       trust  within  large corporate clients in order  to  take  over  complete
       business processes on their behalf.

     Competition for this  outsourced  call center business is fragmented.  Most
independent  providers of  telephone-based  services are small,  single facility
operations that do not have the scale,  expertise,  or  technological  resources
necessary to serve  effectively the sustained,  and increasingly  complex,  call
center needs of large corporations.  Moreover,  the cost of entry to the top end
of this market is continually increasing.  The Company's investments in building
its global footprint and in creating the resources to service major national and
multi-national  contracts  on behalf of many of the world's  leading  brands has
been significant.

     Traditional  advantages of call center activity  include low cost per call,
direct  interaction  with customers and on-line  access to detailed  customer or
product information,  which enables immediate response to customer inquiries.  A
customer  conversation with a customer  relations agent often permits the client
to learn  more  about  the  customer's  decision-making  process  and to  update
customer  information in the client's database.  Additionally,  this interaction
with our clients'  customers  positions the Company to deliver real-time reports
to clients regarding their products,  brands,  distribution channels, effects of
pricing changes, cross-market comparisons and consumer reactions to change. As a
result of these advantages,  call center-based customer relationship  management
activity is becoming  central to the way leading  organizations  choose to build
and maintain customer relationships.

SITEL'S PROPOSITION

     The  Company's  proposition  is to acquire  and  service  long-term  repeat
customers for its clients. At every stage of the customer lifecycle, the Company
endeavors to give its clients' customers an experience that will reinforce their
trust in the brand;  compel them to stay loyal; and encourage their advocacy and
support however they  communicate  with the Company's  clients and their brands.
Whether  that is an  individual  customer or a business  customer,  whether they
phone, e-mail or surf their website, the Company's mission is to create customer
loyalty, to increase sales and to differentiate the clients' brand in a positive
manner.

     The Company is  positioned  to provide  world-class  customer  relationship
management  services.  With  over  70  facilities  in  more  than  18  countries
throughout  the four major  regions of the globe,  SITEL has the  capability  to
provide  service in more than 25  languages  and  dialects.  The Company  brings
industry   focus  and   expertise   in  the   financial   services,   insurance,
telecommunications,  technology,  utilities,  consumer,  media,  government  and
travel sectors.

SITEL'S SOLUTIONS

     Providing  services  at every  stage  of the  customer  lifecycle  requires
various programs. The Company provides the following solutions:

CUSTOMER ACQUISITION -- SITEL contacts, whether inbound or outbound, that relate
to finding customers or acquiring  customers.  Typical applications include list
building, outbound sales, inbound sales or order taking, lead generation, Direct
Response  Television/bureau,  product information  requests related to potential
sales, subscription renewals and database cleaning and updating.

CUSTOMER CARE -- SITEL  contacts,  whether  inbound or outbound,  that relate to
handling  customer  service  issues.   Typical  applications  include  complaint
handling; billing information;  thank-you or other client-initiated  information
calls; reservations; loyalty (frequent flyer) clubs; investor account inquiries;
government  information;  dealer location calls;  insurance  claims  processing;
fraud detection/prevention calls; back office

                                       3
<PAGE>
requests,  such as connecting a new line,  disconnecting  service and requesting
maintenance  support;   warranty  call  handling;   and  administrative  support
regarding a customer's policy, lease or account.

TECHNICAL  SUPPORT/HELP DESK -- Distinguished from customer service calls, these
are  troubleshooting  calls where the agent must  diagnose and resolve  problems
causing a  software,  Internet or  computer  hardware  product or service not to
function properly.

RECEIVABLES  MANAGEMENT -- Pre-charge-off and post-charge-off calls to customers
to collect overdue balances.

CONSULTING -- Provision of advice and operational expertise.

INDUSTRIES SERVED

     SITEL provides  integrated and professional  solutions across the following
industry categories:

FINANCIAL  SERVICES.   The  Company  works  with  financial  services  companies
including  major banks,  leasing  companies,  credit card  issuers,  mutual fund
companies,  auto finance  companies/subsidiaries,  retail  financing  companies,
brokerage  firms,  service  providers,  mortgage  companies and other  financial
institutions.  SITEL provides personal care service activities such as answering
questions  regarding lease terms,  handling service  requests,  arranging credit
card balance  transfers,  taking and processing  loan  applications,  and making
accounts  receivable  management and fraud  prevention  calls.  The Company also
conducts  integrated  sales activities on behalf of clients such as merchant and
customer  acquisition,  account  retention  and  renewal,  lead  generation  and
appointment scheduling.

INSURANCE.  SITEL  provides  a broad  range  of  teleservices  to the  insurance
industry including direct marketing of non-underwritten  insurance products such
as hospital accident  protection,  hospital  indemnity  protection,  health care
discount plans,  mechanical  breakdown and credit  protection.  The Company also
provides  personal  care  services  such as  sales  support,  after-hours  agent
support,  emergency roadside assistance,  claims processing and full back-office
support.  SITEL also offers sales and service  activities for fully underwritten
products such as term life,  automobile and  homeowner's  insurance,  as well as
tax-deferred annuities.

TELECOMMUNICATIONS.  The  Company  provides a full  range of sales and  customer
services  activities  primarily  to domestic  and  international  long  distance
providers,  local exchange  carriers,  and cellular and PCS providers  including
account management,  fulfilment,  facilities management,  new product launch and
database management.  The Company provides these services for product lines such
as access lines, vertical services, Internet access, long distance, cellular PCS
and ISDN data services.

TECHNOLOGY.  SITEL works with  Internet  Service  Providers,  computer  hardware
manufacturers  and software  publishers.  The Company provides  technical sales,
technical  support and customer support  services  including  product  launches,
complete  sales and account  management  programs,  strategic  product  support,
corporate  help desk,  warranty or  post-warranty  support,  and sunset  product
support.  The Company provides these support  services through  traditional call
handling as well as  alternative  electronic  methods  such as e-mail,  advanced
integrated  voice response,  automated  self-help  tools and computer  telephony
integration.

UTILITIES.  SITEL provides telephone and  Internet-based  services to public and
private  energy  companies,  including  electric  power,  natural gas, water and
integrated energy providers. The services include customer acquisition, customer
service,  direct sale and  cross-sale  activities,  brand  development,  loyalty
campaigns,  database  management,  and  development  and call center  consulting
services.

                                       4
<PAGE>
CONSUMER.  The Company  services leading  consumer  products  companies and mass
marketing  manufacturers,  including  automotive  companies,  in  responding  to
customer  inquiries,  developing and launching new product and sales  campaigns,
managing product recalls, and performing quality surveys and market analyses.

MEDIA. SITEL's clients include traditional media, such as newspaper  publishers,
major magazine  publishers,  book clubs and music clubs with services  including
subscription  renewal,  customer  acquisition,   subscription  reactivation  and
customer  service.  The Company also provides sales and customer service to "new
media" markets,  such as satellite television service providers,  and CD-ROM and
video providers.

GOVERNMENT.  The Company provides a broad range of customer service applications
including  handling  general  inquiries,   providing  help  desk  responses  and
delivering  fulfillment  services.  These  applications are performed for local,
state, and regional bodies and agencies.

TRAVEL AND  HOSPITALITY.  The Company  provides  teleservices  and personal care
services to major  airline and hotel  companies  in  handling  reservations  and
customer service calls.

INFORMATION TECHNOLOGY

     SITEL uses industry-standard  software from Microsoft and Oracle across its
business  units.  Within industry  sectors,  SITEL uses  industry-specific  call
processing  application  systems.  SITEL has designed and implemented client (or
industry)  specific  applications  to provide  highly  customized  solutions  to
clients'  specific   requirements.   SITEL  also  utilizes  a   state-of-the-art
technology  platform  (UNIX and NT  architecture)  with  Windows 95 and NT-based
Compaq,  Dell  and IBM  workstations,  predictive  dialers  and  automated  call
distributors.  SITEL  representatives  have the tools to  initiate  and  receive
effectively and efficiently  millions of service  transactions per month.  SITEL
plans to migrate to a common set of operating  platforms so that the Company can
better perform global work for its clients and more  cost-effectively  replicate
its processes throughout its network of call centers.

PERSONNEL AND TRAINING

     Management  believes one of its core  competencies is managing its diverse,
worldwide  workforce.  SITEL places great emphasis on  recruiting,  training and
retaining its employees. The Company seeks to locate call centers in communities
and cities with favorable workforce  demographics and populations with necessary
language skills.

     The Company offers in-house classroom and on-the-job  training programs for
its personnel,  including instruction on the industries that SITEL serves and on
proper call center management techniques.  For example in the United States, the
Insurance  Division  offers  on-site,  state  approved  insurance  licensing and
continuing education classes for SITEL insurance agents. The amount of classroom
and  on-the-job  training  before an employee can qualify to take the  insurance
agent licensing  examination is approximately 150 hours. The Company  encourages
employee  self-development  and  usually  promotes  individuals  from within the
organization.

     As of December 31, 1998, SITEL had over 19,000  employees.  None of SITEL's
employees  in the North  American,  Asia-Pacific  or Latin  American  regions is
represented by a labor union.  In the Company's  European  region,  employees in
Belgium,  Sweden  and  Spain  are  within  the  scope  of  government  sponsored
collective bargaining agreements. In addition,  employees in Belgium, Sweden and
Spain  are  represented  by either a labor  union or a  statutory  work  council
arrangement.  In those  countries where there are labor unions or work councils,
the  Company's  ability to reduce its  workforce or its wage rates is subject to
agreement by, and/or  consultation  with,  the  appropriate  labor union or work
council. SITEL considers its relations with its employees to be good.

                                       5
<PAGE>
COMPETITION

     SITEL  is one of the  largest  companies  providing  customer  relationship
management services via e-Media in the world. SITEL's largest direct competitors
include  APAC  Teleservices,   Inc.,  Sykes  Enterprises  Inc.,  Teleperformance
International  Group, West Teleservices  Corporation,  Teletech Holdings,  Inc.,
Electronic  Data Systems  Corporation  and Convergys  Corporation.  The customer
relationship  management industry is extremely  competitive and fragmented,  and
most independent competitors are small, single facility operations.  The Company
also competes  with  in-house  teleservices  departments  throughout  the world.
In-house  departments  continue to  comprise by far the largest  segment of call
center  expenditures.  Additional  competitors  with greater  resources than the
Company may enter the customer relationship management industry.

GOVERNMENT REGULATION

     In the United  States,  the Federal Trade  Commission  (the "FTC") and many
states regulate  teleservices.  The European Union (the "EU") has yet to enact a
detailed regulatory  framework for this industry although many EU countries have
data protection laws which regulate the use of consumer data.

     In the United States, the federal Telephone Consumer Protection Act of 1991
(the   "TCPA")   prohibits   teleservices   firms  from   initiating   telephone
solicitations  to residential  telephone  subscribers  during certain times, and
prohibits  the use of  automated  telephone  dialing  equipment  to call certain
telephone  numbers.  In  addition,  the  TCPA  requires  telemarketing  firms to
maintain  a  "do  not  call"  list  of   residential   customers.   The  federal
Telemarketing  and  Consumer  Fraud and  Abuse  Prevention  Act of 1994  broadly
authorized  the  FTC  to  issue  regulations  prohibiting  misrepresentation  in
telemarketing  sales. The telemarketing  sales rules issued by the FTC generally
prohibit misrepresentation regarding the cost, terms, restrictions,  performance
or  duration  of products or  services  offered by  telephone  solicitation  and
specifically  address other  perceived  telemarketing  abuses in the offering of
prizes  and the sale of  business  opportunities  or  investments.  The  Company
believes that it is in compliance with the TCPA and the FTC's rules. The Company
trains  its  telephone  service  representatives  to  comply  with  the TCPA and
programs its call management  system to avoid telephone calls during  restricted
hours or to individuals maintained on SITEL's "do-not-call" list.

     The  industries  served by the  Company's  divisions  are also  subject  to
varying degrees of government regulation.  Generally,  the Company relies on its
clients and their  advisors to develop the scripts to be used by SITEL in making
consumer solicitations.  The Company generally requires its clients to indemnify
SITEL against claims and expenses arising with respect to the Company's services
performed on its clients'  behalf.  The Company has never been held  responsible
for regulatory  noncompliance by a client. SITEL employees who complete the sale
of certain U.S.  insurance products are required to be licensed by various state
insurance  commissions and participate in regular continuing education programs,
which are currently provided in-house by the Company.

     The teleservices  industry,  consumer groups and regulatory and legislative
bodies  are   increasingly   concerned   about  "right  of  privacy"  issues  as
technological   advances  have   dramatically   increased  the  availability  of
information  about  consumers.  It is possible that data  protection laws may be
enacted  in  additional  countries.  It is  also  possible  that  other  laws or
regulations may be enacted which would, among other things,  limit the amount of
consumer  data  that  may be  obtained  or how  this  data  may be used in other
teleservice  activities.  The  Company is unable to predict  whether or when any
such laws or regulations will be enacted or, if they are, in what countries they
will be  enacted.  It is possible  that laws or  regulations  would  require the
teleservices industry,  including the Company, to modify its methods of consumer
data collection and use.

                                       6
<PAGE>
QUARTERLY RESULTS AND SEASONALITY

     The Company has experienced and expects to continue to experience quarterly
variations  in its  results  of  operations  principally  due to the  timing  of
clients'  teleservicing   campaigns  and  the  commencement  and  terms  of  new
contracts,  revenue  mix,  and the timing of  additional  selling,  general  and
administrative  expenses  to  support  new  business.  The  Company  experiences
periodic  fluctuations  related  to both  the  start-up  costs  associated  with
expansion  into a new region and the  implementation  of clients'  teleservicing
activities.  In addition, the Company's business tends to be slower in the third
quarter due to summer  holidays in Europe and, to a lesser degree,  in the first
quarter due to the changeover of client marketing  strategies which often occurs
at the beginning of the year.

ITEM 2.  PROPERTIES

     The Company's executive offices are located in Baltimore, Maryland.

     As of December  31,  1998,  the Company  operated  call  centers in various
leased  facilities  and on client  premises  and utilized the services of remote
operations sites in various locations as follows:

                                             NUMBER OF            NUMBER OF
 FACILITY LOCATION                          FACILITIES           WORKSTATIONS
 -------------------                     ------------------  -------------------

Australia............................                    2                  367
Belgium..............................                    2                  370
Brazil...............................                    1                   11
Canada...............................                    3                  288
Colombia.............................                    1                  260
France...............................                    3                  205
Germany..............................                    1                  455
Ireland..............................                    1                   57
Japan................................                    2                  216
Mexico...............................                    2                  530
Netherlands..........................                    1                   76
New Zealand..........................                    1                   54
Portugal.............................                    1                   50
Singapore............................                    1                   54
Spain................................                   12                2,183
Sweden...............................                    2                  124
United Kingdom.......................                    6                1,850
United States........................                   34                6,511
United States-ROPS...................                   11                  451
                                       --------------------  -------------------
      Totals:                                           87               14,112
                                       ====================  ===================

     SITEL contracts with a number of remote operations sites ("ROPS") which are
owned and operated by independent  third parties and are used by SITEL to meet a
portion of its teleservicing needs.

     The Company  believes its current  facilities are suitable and adequate for
its current  operations,  but additional  facilities will be required to support
growth.  SITEL  believes  suitable  additional  or  alternative  space  will  be
available as needed on commercially reasonable terms. The Company's policy is to
rent call  center  space  although  it has from time to time built or  purchased
facilities and subsequently sold them in sale-leaseback transactions.

                                       7
<PAGE>
ITEM 3.  LEGAL PROCEEDINGS

     From time to time, the Company is involved in litigation  incidental to its
business. Management believes that any resulting liability beyond that provided,
should not materially affect the Company's financial position, future results of
operations or future cash flows.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There  were no  matters  submitted  to a vote of  security  holders  of the
Company during the fourth quarter of 1998.

                                       8
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                           **************************
                      EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company are:

   NAME                    AGE   POSITION
   ----                    ---   --------

   James F. Lynch.........  49 Chairman of the Board and Director
   Henk P. Kruithof.......  62 Executive Vice Chairman and Director
   Phillip A. Clough......  37 Chief Executive Officer, President and Director
   W. Gar Richlin.........  53 Executive Vice President, Chief Operating Officer
                               and Chief Financial Officer
   Antoon Vanparys........  41 Executive Vice President, Global Business
                               Development
   Timothy P. Keyser......  52 Executive Vice President, Corporate Development

     Mr. Lynch  founded  SITEL in 1985 and has served as Chairman and a director
since its inception. From SITEL's inception to January 1997, Mr. Lynch served as
Chief Executive Officer.

     Mr.  Kruithof has served as Executive  Vice  Chairman and a director  since
October  1996.  Mr.  Kruithof is also the Chairman of SITEL Europe plc (formerly
Mitre plc, which merged with SITEL in September 1996).  Mr. Kruithof  co-founded
Mitre plc in 1992 and its  predecessor  Merit Direct Limited in 1985, and served
as their Chairman since inception.

     Mr.  Clough  has  served  as Chief  Executive  Officer  since  May 1998 and
President  since  January  1997.  From 1990 until  January 1997, he served as an
investment  banker  with  Alex.  Brown & Sons  Incorporated,  most  recently  as
Principal,  focusing on a variety of consumer and business  services  companies,
including teleservices companies.

     Mr. Richlin has served as Chief  Operating  Officer since December 1998 and
as Executive Vice President and Chief  Financial  Officer since March 1998. From
September 1997 until joining SITEL,  he served as Managing  Director and Co-Head
of Corporate Finance for BT Alex. Brown Incorporated.  From 1991 until September
1997, Mr. Richlin served as Managing Director and Head of Investment  Banking of
BT Alex. Brown Incorporated.

     Mr.  Vanparys  has  served as  Executive  Vice  President--Global  Business
Development  since  December  1998.  From September 1996 until December 1998, he
served as Senior Vice  President--Global  Business Development and as a director
and a member of the  Executive  Review  Committee  of SITEL  Europe plc.  Before
joining the Company in  September  1996 with the merger of the Company and Mitre
plc, Mr.  Vanparys served as a Managing  Partner and Managing  Director of Mitre
plc since 1992 and co-founded  Merit Direct  Limited,  Mitre's  predecessor,  in
1985.

     Mr. Keyser has served as Executive  Vice  President--Corporate  Development
since December 1998, as President of SITEL Latin America since November 1997 and
as Senior Vice President - Mergers and Acquisitions  since the Company's initial
public  offering  in 1995.  Mr.  Keyser  joined the  Company  in 1992,  with the
Company's acquisition of May Telemarketing,  Inc., and served as Group President
responsible  for the  publishing  and  motorclub  divisions  until the Company's
initial public offering in 1995.

                                       9
<PAGE>
                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's  common stock is traded on the New York Stock  Exchange under
the symbol SWW. The following table sets forth, for the quarter  indicated,  the
high and low closing sale prices of the common stock as reported by the New York
Stock Exchange.

                                    HIGH                            LOW
        1997
        --------------------------------------------------------------------
        First Quarter         $       20.50                   $       13.00
        Second Quarter        $       20.63                   $        9.88
        Third Quarter         $       19.00                   $       10.06
        Fourth Quarter        $       10.44                   $        8.19

        1998
        --------------------------------------------------------------------
        First Quarter         $       13.44                   $        9.00
        Second Quarter        $       13.06                   $        5.94
        Third Quarter         $        6.50                   $        3.06
        Fourth Quarter        $        3.88                   $        1.88

     As of  February  26,  1999,  SITEL had  64,944,294  shares of common  stock
outstanding and 575 record holders of the Company's common stock.

     The Company has not declared or paid any cash dividends on its common stock
since its inception,  and the Board of Directors currently intends to retain all
earnings for use in the business for the foreseeable future.

ITEM 6.  SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

     The following  table presents  selected  historical  financial data for the
Company.  The selected  income  statement  data for the years ended December 31,
1994, 1995, 1996, 1997 and 1998 and the balance sheet data at December 31, 1995,
1996, 1997 and 1998 are derived from the  consolidated  financial  statements of
the Company,  which consolidated  financial statements have been audited by KPMG
Peat Marwick LLP, independent certified public accountants. The selected balance
sheet data at December 31,  1994,  is derived  from the  unaudited  consolidated
financial  statements of the Company although such information has been prepared
on the same basis as the  Company's  audited  financial  statements  and, in the
opinion of  management,  contain  all  adjustments,  consisting  of only  normal
recurring  adjustments,  necessary  for a fair  presentation  of  the  financial
position and results of  operations of the Company.  The  following  information
should be read in  conjunction  with  "Management's  Discussion  and Analysis of
Financial  Condition and Results of Operations" and the  Consolidated  Financial
Statements and related notes thereto, included elsewhere herein.

                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                                          YEARS ENDED DECEMBER 31,
                                                   ------------------------------------------------------------------------
                                                      1994           1995          1996            1997           1998
                                                   ------------  -------------  ------------   -------------   ------------
                                                                   (in thousands, except per share data)

INCOME STATEMENT DATA:
<S>                                                      <C>         <C>          <C>         <C>         <C>
Revenues .............................................   $ 116,757   $ 187,215    $ 312,750   $ 491,474   $ 586,318
Cost of services .....................................      63,268     101,617      163,717     270,942     331,586
Selling, general and administrative expenses .........      48,254      69,213      120,695     185,589     235,900
Special compensation expense (1) .....................          --      34,585           --          --          --
Restructuring expenses (2) ...........................          --          --           --      15,681       6,607
                                                         ---------   ---------    ---------   ---------   ---------
Operating income (loss) ..............................       5,235     (18,200)      28,338      19,262      12,225
Transaction related expense (3) ......................          --          --        6,988          --          --
Interest expense, net ................................         834         702          227       5,096      12,747
Other income, net ....................................       1,443         118           32         126         263
                                                         ---------   ---------    ---------   ---------   ---------
Income (loss) before taxes and minority
   interest ..........................................       5,844     (18,784)      21,155      14,292        (259)
Income tax expense (benefit) .........................       1,526      (6,593)      10,221      11,306         966
Minority interest ....................................         383       1,262           77         174        (651)
                                                         ---------   ---------    ---------   ---------   ---------
Net income (loss) from continuing
     operations ......................................       3,935     (13,453)      10,857       2,812        (574)
Extraordinary loss on refinancing of debt,
   net of taxes ......................................          --          --           --          --        (514)
                                                         ---------   ---------    ---------   ---------   ---------
Net income (loss) ....................................   $   3,935   $ (13,453)   $  10,857   $   2,812   $  (1,088)
                                                         =========   =========    =========   =========   =========

Income (loss) from continuing operations
  per common share:
  Basic ..............................................   $    0.12   $   (0.33)   $    0.19   $    0.05   $   (0.01)
  Diluted ............................................   $    0.09   $   (0.29)   $    0.16   $    0.04   $   (0.01)

Weighted average common shares outstanding (4):
  Basic ..............................................      33,906      40,565       57,793      61,764      63,888
  Diluted ............................................      45,829      46,477       65,929      68,811      63,888

 BALANCE SHEET AND OTHER DATA:
 Working capital .....................................   $   5,110   $  24,182    $  36,836   $  39,545   $  41,660
 Total assets ........................................      48,177     100,960      211,684     385,880     405,610
 Long-term debt, net of  current portion .............       8,183       4,305        4,861     115,488     116,237
 Stockholders' equity ................................      12,702      65,380      126,725     158,388     161,854

---------
(1)      Represents a  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.  Excluding
         the special compensation  expense and a one-time forgiveness of debt of
         $0.5 million owed by two  stockholders,  operating income,  net income,
         basic  income per share and  diluted  income per share  would have been
         $16.9 million,  $9.7 million, and  $0.24 and $0.21,  respectively,  for
         1995.

(2)      Represents a  restructuring  expense and a writedown  of the  Company's
         investment in its Telebusiness  business unit of $5.2 million and $10.5
         million,  respectively,  for the year  ended  December  31,  1997 and a
         restructuring  expense of $6.6 million for the year ended  December 31,
         1998. Excluding those operating expenses, operating income, net income,
         basic  income per share and diluted income  per  share  would have been
         $34.9  million,  $18.5 million, $0.30 and $0.27, respectively  for 1997
         and  $18.8  million,  $3.5  million, $0.05  and $0.05, respectively for
         1998.

                                       11
<PAGE>
(3)      Represents  expenses  resulting from the  acquisitions of Mitre plc and
         National Action Financial  Services,  Inc.  accounted for as pooling of
         interests  transactions.  Excluding certain one-time operating expenses
         and the transaction  related expenses,  operating  income,  net income,
         basic  income per share and  diluted  income per share  would have been
         $30.5 million, $19.5 million, $0.34 and $0.30, respectively, for 1996.

(4)      See  Note  1 of  Notes  to  Consolidated  Financial  Statements  for an
         explanation of the determination of weighted average common shares used
         in computing net income (loss) per share.
</TABLE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

GENERAL

     SITEL Corporation ("SITEL") and subsidiaries (collectively,  the "Company")
provide customer relationship  management services on behalf of clients in North
America, Europe, Asia Pacific and Latin America. The Company finds, acquires and
retains customers and helps  organizations  enhance and grow these relationships
through  a  variety  of  value-added  services  working  with  several  types of
electronic  media ranging from the  telephone,  to e-mail and the Internet.  The
Company  provides  services to clients  principally  in the financial  services,
insurance,   telecommunications,   technology,   utilities,   consumer,   media,
government and travel sectors.

     SITEL was  founded in 1985 by its  current  chairman,  James F.  Lynch,  in
Omaha, Nebraska.  SITEL completed its initial public offering of common stock in
1995,  and  was  the  first  major  independent  publicly-held  company  in  the
teleservices  industry.  In 1996, the Company began its international  expansion
with  acquisitions  in Canada  and Spain  (which  also  included  operations  in
Portugal)  and, in  particular,  with the merger with Mitre plc  ("Mitre" or the
"Mitre  Merger") which was completed in September 1996. At the time of the Mitre
Merger, Mitre had operations in the United Kingdom, Belgium and Japan and was in
the final stages of completing plans to enter Singapore,  Hong Kong and Germany.
In 1997,  SITEL  entered  Australia,  New  Zealand,  Sweden and Ireland  through
acquisitions;  entered  Mexico  and  Colombia  through  the joint  venture  with
Corporacion Interamericana de Entretenimiento, S.A. de C.V. ("CIE"); and entered
France on the basis of a client  contract.  In 1996 and 1997,  the Company  also
completed  acquisitions  that  gave  it  the  capability  to  offer  receivables
management, consulting and technical support services.

     The  Mitre  Merger  was  accounted  for  as a  pooling  of  interests,  and
accordingly the financial  results of the Company for 1996 have been restated as
if SITEL and Mitre  were  operated  as a single  company  for this  period.  The
results for this period have also been restated to reflect the 1996  acquisition
of National Action Financial Services,  Inc. ("NAFS"),  which was also accounted
for as a pooling of interests.

                                       12
<PAGE>
RESULTS OF OPERATIONS

     The following table sets forth statement of operations data as a percentage
of revenues for the periods indicated.
<TABLE>
<CAPTION>
                                                           1996               1997               1998
                                                        -----------        ----------         ----------
<S>                                                      <C>                 <C>                <C>    
Revenues...............................................  100.0 %             100.0 %            100.0 %
Operating expenses:
   Cost of services....................................   52.3                55.1               56.6
   Selling, general and administrative                    38.6                37.8               40.2
      expenses.........................................
   Restructuring expenses..............................     --                 3.2    (b)         1.1     (b)
                                                        -----------          ----------         ----------
      Operating income.................................    9.1    (a)          3.9    (c)         2.1     (c)
Transaction related expenses...........................    2.2                  --                 --
Interest expense, net..................................    0.1                 1.0                2.1
Other income...........................................     --                  --                 --
                                                        -----------          ----------         ----------
      Income (loss) before income taxes and minority
        interest.......................................    6.8                 2.9                 --
Income tax expense.....................................    3.3                 2.3                0.2
Minority interest......................................     --                  --               (0.1)
                                                        -----------          ----------         ----------
Net income (loss) from continuing operations...........    3.5                 0.6               (0.1)
Extraordinary loss on refinancing of debt, net of
        taxes..........................................     --                  --               (0.1)
                                                        -----------          ----------         ----------
      Net income (loss)................................    3.5 %  (a)          0.6 %  (c)        (0.2) %  (c)
                                                        ===========          ==========         ==========
</TABLE>
-----------
 (a)     Includes  operating  expenses in connection  with the  acquisitions  of
         Mitre and NAFS.  Excluding  those one-time  operating  expenses and the
         transaction  related  expenses,  operating  income and net income would
         have been 9.8% and 6.2%, respectively, for 1996.

(b)      Represents  restructuring  expenses of 1.1% ($5.2  million) and a write
         down of the Company's  investment in its Telebusiness  business unit of
         2.1% ($10.5 million) in 1997 and  restructuring  expenses of 1.1% ($6.6
         million) in 1998.

(c)      Excluding the restructuring  expenses of 3.2% in 1997 and 1.1% in 1998,
         and the related tax effects, operating income and net income would have
         been  7.1%  and  3.8%,  respectively,  for  1997  and  3.2%  and  0.6%,
         respectively, for 1998.

1998 Compared to 1997

     Revenues.  Revenues increased $94.8 million, or 19.3%, to $586.3 million in
1998  from  $491.5  million  in  1997.  Of  this  increase,  $76.3  million  was
attributable  to  services   initiated  for  new  clients,   $13.0  million  was
attributable  to increased  revenues from existing  clients and $5.5 million was
attributable to revenues from businesses  acquired after the start of 1998 under
the  purchase  method of  accounting.  The  increase in revenues  from  existing
clients was primarily the result of higher  calling  volumes  rather than higher
rates.

     Cost of Services. Cost of services represents primarily labor and telephone
expenses directly related to customer relationship  management activities.  Cost
of services  increased  $60.6 million,  or 22.4%, to $331.6 million in 1998 from
$270.9 million in 1997. As a percentage of revenues,  cost of services increased
to 56.6% in 1998 from 55.1% in 1997. This increase was primarily attributable to
increases in European and North  American  expenses.  The increase in Europe was
primarily due to higher labor expenses  incurred in  anticipation  of additional
teleservicing campaign business which did not materialize.  The increase in cost
of  services  in  North  America   reflects  lower  labor   utilization  in  the
telecommunications  group and ramp-up and  training  expenses in the  technology
group.

                                       13
<PAGE>
     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  represent  expenses  incurred to directly  support and
manage the operations, including costs of management, administration, facilities
expenses,  depreciation  and  maintenance,  amortization,  sales  and  marketing
activities  and client support  services.  Selling,  general and  administrative
expenses  increased  $50.3  million,  or 27.1%,  to $235.9  million in 1998 from
$185.6  million in 1997.  This  increase was primarily a result of the Company's
continued  growth both  internally  and  through  acquisitions  and  includes an
increase of $11.7 million,  or 40.7%, in depreciation  and  amortization in 1998
compared  to  1997.   As  a  percentage  of  revenues,   selling,   general  and
administrative  expenses  increased  to 40.2% in 1998 from  37.8% in 1997.  This
increase  relates  primarily to lower than expected  revenues during most of the
year from European  operations and higher  expenses  associated with the startup
operations in Latin America and Asia Pacific.

     Restructuring Expenses. The Company recorded restructuring expenses of $6.6
million  in  1998.  The  restructuring  expenses  primarily  represent  expenses
associated  with statutory or  contractual  severance  arrangements  and related
costs. The charge was driven by two principal factors; a lower level of campaign
business,  which  historically  has represented a large portion of the Company's
business in Europe, and the need to reposition the Company's  infrastructure for
increasing amounts of outsourcing business.

     Operating  Income.  Operating income  decreased $7.1 million,  or 36.5%, to
$12.2  million in 1998 from $19.3 million in 1997.  Excluding the  restructuring
expenses of $5.2  million and $6.6 million in 1997 and 1998,  respectively,  and
the write down of the  investment  in the  Telebusiness  business  unit of $10.5
million in 1997,  operating  income  decreased $16.1 million to $18.8 million in
1998 from $34.9 million in 1997. The decrease in operating  income was primarily
attributable to the Company's European operations as described earlier.

     Interest  Expense,  Net. Net interest expense increased to $12.7 million in
1998 from $5.1 million in 1997.  This  increase was  primarily  due to increased
borrowings,  including the Company's  high yield bonds that were issued in 1998.
The  increased  borrowings  were  utilized  to  support  the  Company's  growth,
including acquisitions.

     Income Tax  Expense.  Income tax expense  decreased to $1.0 million in 1998
from $11.3  million in 1997  primarily due to a decrease in income before income
taxes  and  minority   interest  in  1998   compared  to  1997.   Excluding  the
restructuring  expenses in 1998 and 1997 and the write down of the  Telebusiness
business unit in 1997, income tax expense was $3.0 million and $11.3 million for
1998 and 1997,  respectively,  or 47.5% and 37.8% of income  before income taxes
and minority  interest.  The difference between the Company's income tax expense
and that which would be calculated  using the statutory  Federal income tax rate
of  34% on  income  is  primarily  due to  non-deductible  business  acquisition
expenses and international, state and local income taxes. The increase in income
tax expense as a percentage of income before income taxes and minority  interest
in 1998  compared to 1997 was due to the impact of the  non-deductible  business
acquisition  expenses  which do not  change  materially  from  period to period,
combined with lower income before income taxes and minority interest.

     Net Income (Loss) From  Continuing  Operations and Net Income  (Loss).  Net
income (loss) from continuing  operations  decreased to a $(0.6) million loss in
1998 from $2.8 million of income in 1997.  Excluding the restructuring  expenses
in 1998 and 1997 and the write down of the  Telebusiness  business unit in 1997,
net of tax, net income from  continuing  operations was $4.0 million in 1998 and
$18.5  million in 1997.  The  decrease in 1998  compared  to 1997 was  primarily
attributable  to the  Company's  European  operations  as described  earlier and
additional interest expense. Net income (loss) was a $(1.1) million loss in 1998
compared to $2.8 million of income in 1997.  The  difference  between net income
(loss)  from  continuing  operations  and  net  income  (loss)  in  1998  was an
extraordinary  loss that the Company  recognized to write off the deferred costs
of its original Credit Agreement which was amended during 1998.

                                       14
<PAGE>
1997 Compared to 1996

     Revenues. Revenues increased $178.7 million, or 57.1%, to $491.5 million in
1997  from  $312.8  million  in  1996.  Of  this  increase,  $36.0  million  was
attributable  to  services  initiated  for  new  clients,   $101.5  million  was
attributable to increased  revenues from existing  clients and $41.2 million was
attributable to revenues from businesses  acquired after the start of 1997 under
the  purchase  method of  accounting.  The  increase in revenues  from  existing
clients was primarily the result of higher  calling  volumes  rather than higher
rates.

     Cost of Services.  Cost of services increased $107.2 million,  or 65.5%, to
$270.9 million in 1997 from $163.7 million in 1996. As a percentage of revenues,
cost of services  increased to 55.1% in 1997 from 52.3% in 1996.  This  increase
was primarily  due to the start up operations in the Asia Pacific  region and to
the Company's  Spanish  operations which  implemented a new compensation plan in
1997. This plan had the corresponding effect of decreasing selling,  general and
administrative expenses in Spain.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses increased $64.9 million, or 53.8%, to $185.6 million in
1997 from $120.7  million in 1996.  This  increase was primarily a result of the
Company's  continued growth both internally and through  acquisition,  including
additional  goodwill  amortization  expense of $1.8 million  related to purchase
acquisitions  in 1997, and also includes the Company's  efforts to establish the
matrix  organizational  structure  needed  to  manage  a global  business.  As a
percentage of revenues,  selling,  general and administrative expenses decreased
to 37.8% in 1997 from 38.6% in 1996. Excluding certain  non-recurring  operating
expenses  incurred in 1996 related to an acquisition,  these expenses  decreased
slightly as a percentage of revenue in 1997 from 37.9% of revenues in 1996.

     Restructuring  Expenses.  The Company recorded restructuring expenses and a
write down of its investment in its  Telebusiness  business unit of $5.2 million
and $10.5 million,  respectively, in 1997. The restructuring expenses related to
the  closing  of  underperforming  call  centers  and  redundant  administrative
buildings as well as severance and other costs  associated with  reorganizations
of business units  primarily in Europe and North America.  The write down of the
investment in the Telebusiness business unit, which was predominantly a non-cash
charge,  related to the Company's decision to pursue a new joint-venture  equity
partner in the Asia Pacific region. The joint-venture  agreement with Lend Lease
Corporation  Limited of Sydney,  Australia  excluded the  Telebusiness  business
unit.

     Operating  Income.  Operating income  decreased $9.0 million,  or 32.0%, to
$19.3  million in 1997 from $28.3 million in 1996.  Excluding the  restructuring
expenses in 1997 and the  non-recurring  operating  expenses in 1996,  operating
income  increased  $4.4 million,  or 14.5%,  to $34.9 million in 1997 from $30.5
million in 1996.  The increase  was  primarily  attributable  to the increase in
revenues noted earlier,  partially offset by the increased expenses attributable
to those  revenues and the efforts to establish  the matrix  organization  noted
above. As a percentage of revenue,  operating  income  decreased to 7.1% in 1997
from  9.8%  in  1996  excluding  the  restructuring  expenses  in  1997  and the
non-recurring operating expenses in 1996. This decrease was primarily due to the
higher cost of services as a percentage of revenues in 1997 compared to 1996, as
described above.

     Interest  Expense,  Net. Net interest expense  increased to $5.1 million in
1997 from $0.2 million in 1996.  This  increase was  primarily  due to increased
borrowings utilized to support the Company's growth, including acquisitions.

                                       15
<PAGE>
     Income Tax Expense.  Income tax expense  increased to $11.3 million in 1997
from $10.2  million in 1996.  The income tax expense as a  percentage  of income
before taxes and minority interest was 79.1% in 1997 and 48.3% in 1996 primarily
due to non-deductible  restructuring  expenses  (primarily  impairment losses on
goodwill)  and  write  downs  of  state   incentive  tax  credits  in  1997  and
non-deductible transaction related expenses in 1996.

     Net Income. Net income decreased $8.0 million, to $2.8 million in 1997 from
$10.9  million in 1996.  Excluding  the  restructuring  expenses and related tax
effects in 1997 and the  non-recurring  operating  expenses in 1996,  net income
decreased  $1.0 million to $18.5 million in 1997 from $19.5 million in 1996. The
decrease  was  primarily  due to  increased  interest  and  tax  expense  offset
partially by an increase in operating income.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash  provided  by  operating  activities  was $17.7  million  in 1998.
Included  in the  net  cash  provided  from  operations  was a net  loss of $1.1
million,  however that loss  included  non-cash  depreciation  and  amortization
expenses of $40.4 million. Also included in cash flows from operating activities
was $21.5 million of cash used  primarily as a result of an increase in accounts
receivable  needed to support  growth.  The Company  anticipates  that  accounts
receivable balances will continue to grow as the Company grows. Net cash used in
investing  activities  was $43.1  million  for 1998.  Included in this total was
$52.0 million used for capital expenditures  (primarily call and data management
equipment)  and $2.2  million  used for  acquisitions.  These  uses of cash were
partially  offset by $9.4  million  of cash  received  from  sale-leasebacks  of
facilities.  Net cash  provided by  financing  activities  during 1998 was $16.1
million,  primarily  attributable  to additional  borrowings  on notes  payable.
During 1998, the Company also completed the private placement of $100 million of
9.25% Senior  Subordinated  Notes due 2006.  The proceeds from the offering were
used to repay  borrowings  outstanding  under the Company's  long term revolving
credit facility.

     Net cash provided by operating  activities  was $19.0 million in 1997.  The
Company recorded net income of $2.8 million  (including a non-cash tax charge of
$5.6  million),  depreciation  and  amortization  of $28.7 million and primarily
non-cash  restructuring  expenses of $15.5 million. This cash flow was offset by
$33.6 million of cash used in operating  activities  primarily as a result of an
increase  in  accounts  receivable  needed to support  growth.  Net cash used in
investing  activities was $131.4 million for 1997. Of this total,  $69.4 million
was used for capital expenditures  (primarily call and data management equipment
and facilities) and $61.0 million was used for  acquisitions.  Net cash provided
by financing activities during 1997 was $113.7 million,  primarily  attributable
to borrowings on the Company's available credit lines and other notes payable.

     Net cash provided by operating  activities  was $35.8 million  during 1996.
This was the  result of $26.4  million  of net income  before  depreciation  and
amortization and other non-cash charges and $9.4 million of changes in operating
assets and  liabilities.  Cash used by investing  activities  for 1996 was $55.0
million.  Of this  total,  $40.0  million  was  used  for  capital  expenditures
(primarily  call and data  management  equipment) and $23.7 million was used for
acquisitions,  offset partially by sales of marketable securities. Cash provided
by financing  activities  for 1996 of $39.6 million  resulted  primarily  from a
public equity  offering,  net  borrowings  from a bank line of credit,  and term
debt.

     At December  31,  1998,  the Company  had unused  lines of credit  totaling
approximately $36.6 million. During 1998 the Company sought and obtained certain
modifications  to its existing  long-term  credit  facility to permit  continued
availability of borrowing under such facility.  The Company  believes that funds
generated  from  operations,  existing  cash and the funds  available  under its
credit  facilities,  as  modified,  will be  sufficient  to finance  its current
operations,  planned  capital  expenditures  and  internal  growth  for the next
several  years.  Future  acquisitions,  if any, may require  additional  debt or
equity financing.

                                       16
<PAGE>
YEAR 2000 ISSUE

     The Year 2000 statement which follows is a Year 2000 Readiness  Disclosure,
pursuant to the Year 2000  Information and Readiness  Disclosure Act, Public Law
No.  105-271.  Please  note that for  purposes of any action  brought  under the
securities  laws, as that term is defined in section  3(a)(47) of the Securities
Exchange  Act of 1934 (15  U.S.C.  78c(a)(47)),  the Year 2000  Information  and
Readiness  Disclosure  Act does not  apply to any  statements  contained  in any
documents or materials  filed with the  Securities and Exchange  Commission,  or
with Federal  banking  regulators,  pursuant to section 12(I) of the  Securities
Exchange Act of 1934 (15 U.S.C.  78l), or  disclosures or writing that when made
accompanied the solicitation of an offer or sale of securities.

     The  Company  recognizes  the need to  ensure  its  operations  will not be
adversely   impacted  by  Year  2000  software  and  embedded  system  failures.
Specifically,  computational  errors and system  failures  are a known risk with
respect to dates after December 31, 1999. The Company has  established a central
Y2K compliance  office that reports directly to the Chief  Information  Officer.
Each  of  the  Company's  operating  units  have  also  designated   information
technology  ("IT")  personnel  to address  the issues that the unit faces and to
report to the central Y2K  compliance  office.  The  Company has  implemented  a
system which allows it to track all IT and non-IT systems and facility functions
for  compliance  with industry Y2K  standards.  This tracking  system allows the
Company to monitor and track each  functional  point as a single item grouped by
how  critical  the  item  is in the  Company's  ability  to  perform  its  daily
functions.  Based on the  output  from this data and an  analysis  of the system
reports,  the Company believes that all functional  points which are critical to
the Company's functions have been identified and assessed.  Further, the Company
has developed a remediation  plan for each item in this critical  list.  Part of
the Company's  remediation strategy is in concert with its efforts to acquire or
develop new and innovative systems for its internal operations.

IT  issues  - The  Company  is  moving  all of its IT  systems  into a state  of
readiness for the year 2000. The Company believes that it is making satisfactory
progress to ensure that it will be ready with all critical IT systems by the end
of June 1999.  The  functional  points  that are  defined as  critical IT issues
include  internal  and  external   computer   systems  for  revenue   generating
applications.  The Company has  developed  a strategy  for its mission  critical
internal  systems designed to have every functional point year 2000 compliant by
the end of June 1999. These internal systems represent  approximately 28% of the
overall  effort in the IT  applications  area.  The remaining 72% of the overall
effort in the IT area is in the interface and integration of external client and
vendor application  systems. The Company has implemented a three-step process of
contacting  significant  vendors  and clients to request  information  about the
status of their Y2K  compliance  efforts.  In  addition  to  communicating  with
significant  vendors, the Company is testing certain critical vendor application
systems for Y2K  compliance.  The Company  has started an  initiative  that will
identify  mitigation and contingency plans at both the business and technical IT
levels.  This  initiative  is scheduled  to be  completed  by July 31, 1999.  In
addition to communicating  with significant  clients,  the Company's strategy to
deal with non-compliant  external client customer data is a windowing  technique
that will enable such data to be used by the Company's systems.

     Non IT issues (facilities) - Non-IT issues, with few exceptions,  have been
classified into a non-critical  category.  The few exceptions  include dial tone
for the Company's  telephony and power from the Company's energy providers.  The
Company has  included  these  functional  points in the  critical  category  for
purposes  of  scheduling.  Based  on  communications  with  providers  of  these
services,  the Company  believes that these  services will not be interrupted by
Year  2000  failures.  The  Company's  contingency  plan  for the  loss of power
includes  generator  systems in the Company's  major  facilities.  The Company's
contingency  plan for loss of dial tone  includes  the  distribution  of network
services  across  several  providers.  This will allow the Company to  minimally
maintain its service levels in the event of a failure. The Company believes that
it is making  satisfactory  progress to ensure that all facility  related issues
that are material to operations will be compliant by the end of June 1999.

                                       17
<PAGE>
Phases - The  Company is  employing  a  four-phase,  nine-process  step  Project
Methodology that covers each aspect of Y2K compliance. The four phases are:

       *  Phase 1           Assessment
       *  Phase 2           Remediation
       *  Phase 3           Verification and Testing
       *  Phase 4           Implementation

Each  process  step  is  necessary  within  the  framework  and  provides  clear
management  checkpoints for gauging the progress of activity during execution of
the project plan. The following table outlines the phases and process steps:
<TABLE>
<CAPTION>
                                       Phase1            Phase 2          Phase 3           Phase 4
                                                                       Verification/
Process Steps                        Assessment        Remediation        Testing       Implementation
------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>              <C>               <C>
1.  Recognition/Awareness                 X                 X                X                 X
2.  Inventory                             X
3.  Evaluation                            X
4.  Determination                         X
5.  Remediation                                             X
6.  Re-engineering                                          X
7.  Multi-level testing                   X                 X                X                 X
8.  Implementation                                                                             X
9.  Post-implementation                                                                        X
</TABLE>
The  Company  has  clearly  defined  each of the  process  steps in the  Project
Methodology.  The  Recognition/Awareness  step included communication of the Y2K
issues and their importance  throughout the Company. The Inventory step included
the  identification  and  cataloging  of each  item that  must be  verified  for
compliance with Y2K processing.  The Evaluation step involves the evaluation and
categorization  of the  critical  nature  of  each  item  based  on  established
criteria.  The Determination step includes making informed management  decisions
regarding the strategy to be taken for each  individual  item.  The  Remediation
step  involves  repair of all  components  of a process  that  could  improperly
process dates.  The  Re-engineering  step consists of rewriting and/or replacing
whole  units of  software  code.  The  Multi-level  testing  step  involves  the
development of detailed testing criteria and the implementation of those testing
plans.  The  Implementation  step  involves the  coordination  of the release of
applications/systems into the live systems environment.  The Post-implementation
step will include the on-going monitoring of applications/systems that have been
repaired and placed into the live systems environment.

The Company has completed the Recognition /Awareness and Inventory process steps
and nearly  completed the  Evaluation  process steps for all items.  The Company
estimates that approximately 49% of all items are completed. Completed items are
either compliant,  will be retired prior to 2000, or are low priority items that
do not affect  business  and will be  addressed  at a later  time  (work  around
processes will be implemented).  In addition, the Company estimates that another
37% of all  items  that the  Company  believes  it needs to  complete  to be Y2K
compliant are in process steps within Phase 2 - Remediation,  and a small number
of items are in Phases 3 and 4.

     Costs of Y2K Compliance - The Company currently estimates that the costs to
become Y2K compliant will  approximate  $16-20  million.  The Company  currently
anticipates  that  approximately  50% of these  costs will be for  hardware  and
software and the  remainder  will be primarily  internal  personnel  costs.  The
Company  estimates  that it has  incurred  less than $6 million  of these  costs
through  December  31, 1998.  The  estimated  hardware  and  software  costs are
included  in  the  Company's  definition  of  Y2K  costs  in  cases  where  such
expenditures have been accelerated in order to address Y2K issues. These are the
Company's current cost estimates and they may change, perhaps materially.

                                       18
<PAGE>
Risks - There are many  risks  associated  with the Year 2000  issue,  including
without  limitation the  possibility  that the Company will be unable to receive
client phone calls or that the Company will be unable to initiate phone calls on
behalf of its clients.  Such possibilities  could have a material adverse effect
on the Company  depending on the nature of the cause and the speed with which it
could be corrected  or an  alternative  implemented.  If the  Company's  service
providers are unable to provide network switching  capability,  the Company will
be unable to perform its revenue-producing  activities.  If the Company's client
customer data does not have Year 2000  compliant  dates,  additional  processing
will be required  before  revenue-producing  activities  using these data can be
performed.  If internal systems or vendor application  systems fail, the Company
will be unable to perform  revenue-producing  activities  until such time as the
problem can be isolated and repaired.

The Company  believes that its critical  internal systems and procedures will be
ready and tested before the year 2000. The Company  believes that its reasonably
likely worst case  scenarios  will revolve  around  external  factors  including
vendors and clients.  Although the Company expects to focus approximately 72% of
its efforts in the IT area on this external  exposure,  the Company has far less
control over these issues. It is reasonably likely that not all of the Company's
clients  will have all of their  internal  systems  year 2000  compliant  before
January 1, 2000.

As additional  verification  of  readiness,  the Company has  contracted  for an
external  follow-up  review of all work that has been done to date.  This  work,
which has already begun,  will include an independent  third party review of all
phases in every  region of the  Company.  This  project is being  undertaken  to
verify  readiness as well as identify areas of additional need. The costs of the
project  and  the  dates  on  which  the  Company  plans  to  complete  the  Y2K
modifications are based on management's best estimates, which were derived using
numerous assumptions of future events,  including the continued  availability of
certain  resources,  third party  modification  plans, the Company's  ability to
implement compliance in certain critical areas and other factors. However, there
can be no assurance that these  estimates  will be achieved,  and actual results
could  differ  materially  from those  plans.  The  severity  of  problems to be
confronted by the Company for partial or complete  non-compliance will depend on
a variety of factors (such as the nature of the resulting  problem and the speed
with  which it could be  corrected  or an  alternative  implemented)  which  are
currently  unknown.  Due to the  general  uncertainty  inherent in the Year 2000
problem,  resulting in part from the  uncertainty  of the Year 2000 readiness of
vendors and clients, the Company is unable to determine at this time whether the
consequences  of Year 2000 failures will have a material impact on the Company's
results of operations, liquidity or financial condition.

QUARTERLY RESULTS AND SEASONALITY

The Company has  experienced  and  expects to continue to  experience  quarterly
variations  in its  results  of  operations  principally  due to the  timing  of
clients'  teleservicing   campaigns  and  the  commencement  and  terms  of  new
contracts,  revenue  mix,  and the timing of  additional  selling,  general  and
administrative  expenses  to  support  new  business.  The  Company  experiences
periodic  fluctuations  related  to both  the  start-up  costs  associated  with
expansion  into a new region and the  implementation  of clients'  teleservicing
activities.  In addition, the Company's business tends to be slower in the third
quarter due to summer  holidays in Europe and, to a lesser degree,  in the first
quarter due to the changeover of client marketing  strategies which often occurs
at the beginning of the year.

EFFECTS OF INFLATION

Inflation has not had a significant effect on the Company's operations. However,
there can be no assurance that inflation will not have a material  effect on the
Company's operations in the future.

                                       19
<PAGE>
ACCOUNTING PRONOUNCEMENTS

Statement  of  Financial  Accounting  Standards  ("SFAS")  133,  Accounting  for
Derivative Investments and Hedging Activities, was issued in June 1998. SFAS 133
establishes  accounting  standards for  derivative  instruments  and for hedging
activities.  The standard is effective  for all fiscal  quarters of fiscal years
beginning after June 15, 1999. The Company anticipates  adopting this accounting
pronouncement in the third quarter of 1999; however, management believes that it
will not have a  significant  impact  on the  Company's  consolidated  financial
statements.

FORWARD-LOOKING STATEMENTS

This Form 10-K contains forward-looking statements within the meaning of Section
27A of the Securities  Act and Section 21E of the Exchange Act. Such  statements
are identified by the use of forward-looking  words or phrases which may include
but are not limited to, "intended," "will be positioned," "expects," "expected,"
"anticipates,"   "anticipated,"   "believes"   and  similar   expressions.   The
forward-looking statements are based on the Company's current expectations.  All
statements other than statements of historical facts included in this Form 10-K,
including those regarding the Company's financial  position,  business strategy,
projected  costs and plans and objectives of management  for future  operations,
are  forward-looking   statements.   Although  the  Company  believes  that  the
expectations reflected in such forward-looking statements are reasonable,  there
can be no assurance  that such  expectations  will prove to be correct.  Because
forward-looking statements involve risks and uncertainties, the Company's actual
results  could  differ  materially.  Important  factors  that could cause actual
results to differ  materially from the Company's  expectations may include,  but
are not limited to, the effects of leverage,  restrictions  imposed by the terms
of  indebtedness,  reliance on major clients,  risks  associated with managing a
global   business,    fluctuations   in   operating    results,    reliance   on
telecommunications and computer technology,  risks associated with the Company's
acquisition  strategy,  the  dependence on telephone  service,  the  competitive
industry,  dependence on labor force,  foreign  currency  risks,  the effects of
business regulation,  dependence on key personnel and control by management, and
risks associated with Year 2000 failures (see discussion above under the caption
"Year 2000 Issue"). All subsequent written and oral  forward-looking  statements
attributable  to the  Company or  persons  acting on behalf of the  Company  are
expressly qualified in their entirety by this paragraph.  The Company disclaims,
however, any intent or obligation to update its forward-looking statements.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The Company is exposed to market risks associated primarily with changes in
foreign currency exchange rates. The Company has operations in many parts of the
world  however,  both  revenues and expenses of those  operations  are typically
denominated  in the currency of the country of  operations,  providing a natural
hedge.  The  Company  entered  into  certain  hedging  transactions  during 1998
designed  to  hedge  foreign  currency  exchange  risk  related  to  short  term
intercompany loans, however the amounts involved were not material.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The  information  called for by this item  (other than  selected  quarterly
information,  which is set forth as follows) is  incorporated  by reference from
the Company's  Consolidated  Financial Statements set forth on pages F-3 through
F-30 hereof.

     The following table sets forth statement of operations data for each of the
four quarters of 1998 and 1997. 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.

                                       20
<PAGE>
<TABLE>
<CAPTION>
      (in thousands, except per share data)

                                                                        THREE MONTHS ENDED
                                           ----------------------------------------------------------------------------
                                              MARCH 31,        JUNE 30,             SEPTEMBER 30,        DECEMBER 31,
                                                1998             1998                   1998                1998
                                           --------------     -----------           ---------------    -----------------
<S>                                        <C>            <C>                    <C>                  <C>    
Revenues..............................     $     137,748  $      147,307         $    146,755         $   154,508
Operating expenses:
     Cost of services.................            77,820          82,585               82,636              88,545
     Selling, general and administrative                                                                                    
     expenses.........................            54,672          61,096               59,045              61,087
     Restructuring expenses...........                --           6,607                   --                  --
                                          --------------     -----------           ----------       -------------
     Operating income (loss)..........             5,256          (2,981) (a)           5,074               4,876
Interest expense, net.................            (2,590)         (3,375)              (3,457)             (3,325)
Other income, net.....................               135              34                   19                  75
                                          --------------     -----------           ----------       -------------
     Income (loss) before income taxes
       and minority interest..........             2,801          (6,322)               1,636               1,626
Income tax expense (income)...........             1,117          (1,878)                 836                 891
Minority interest.....................              (294)             31                   13                (401)
                                          --------------     -----------           ----------       -------------
Net income (loss) from continuing
     operations.......................             1,978          (4,475)                 787               1,136
Extraordinary loss on refinancing, net
     of tax...........................               514              --                   --                  --
                                          --------------     -----------           ----------       -------------
Net income (loss).....................    $        1,464     $    (4,475) (a)      $      787       $       1,136
                                          ==============     ===========           ==========       =============
Income (loss) from continuing operations
   per common share:
        Basic.........................    $         0.03     $     (0.07)          $     0.01       $        0.02
        Diluted.......................              0.03           (0.07)                0.01                0.02
Income (loss) per common share:
     Basic............................    $         0.02     $     (0.07) (a)      $     0.01       $        0.02
     Diluted..........................              0.02           (0.07) (a)            0.01                0.02
Weighted average common shares outstanding:
     Basic............................            63,295          63,871               64,081              64,291
     Diluted..........................            69,611          63,871               70,640              71,364

</TABLE>
a)  Includes   restructuring   expenses  of  $6.6   million.   Excluding   those
restructuring expenses, operating income, net income, basic income per share and
diluted income per share would have been $3.6 million,  $0.1 million,  $0.00 and
$0.00, respectively, for the three months ended June 30, 1998.
<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED
                                              ---------------------------------------------------------------------
                                                MARCH 31,        JUNE 30,        SEPTEMBER 30,       DECEMBER 31,
                                                  1997             1997              1997                1997
                                              --------------    ------------    ----------------    ---------------
<S>                                           <C>              <C>              <C>                 <C>        
Revenues..............................        $   104,260      $   125,267      $    120,248        $   141,699

Operating expenses:
     Cost of services.................             56,357           67,105            67,913             79,566
     Selling, general and administrative      
       expenses.......................             37,242           46,301            49,471             52,576
     Restructuring expenses...........                 --               --                --             15,681
                                              -----------      -----------      ------------        -----------
     Operating income (loss)..........             10,661           11,861             2,864             (6,124) (a)
Interest expense, net.................               (534)          (1,153)           (1,512)            (1,897)
Other income (expense), net...........                 --              (61)              123                 64
                                              -----------      -----------      ------------        -----------
     Income (loss) before income taxes                                                                             
        and minority interest.........             10,127           10,647             1,475             (7,957)
Income tax expense....................              3,643            3,995               739              2,929
Minority interest.....................                 30               46                10                 88
                                              -----------      -----------      ------------        -----------
Net income (loss).....................        $     6,454      $     6,606      $        726        $   (10,974) (a)
                                              ===========      ===========      ============        ===========
Net income (loss) per share:.
     Basic............................        $      0.11      $      0.11      $       0.01        $     (0.17) (a)
     Diluted..........................               0.10             0.10              0.01              (0.17) (a)
Weighted average common shares outstanding:
     Basic............................             59,875           61,622            62,484             63,031
     Diluted..........................             67,509           68,800            69,327             63,031

</TABLE>
a) Includes  restructuring expenses and a write down of the Company's investment
in  its   Telebusiness   business  unit  of  $5.2  million  and  $10.5  million,
respectively.  Excluding those operating expenses, operating income, net income,
basic  income  per share and  diluted  income  per  share  would  have been $9.6
million, $4.7 million, $0.07 and $0.07, respectively, for the three months ended
December 31, 1997.

                                       21
<PAGE>
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE.

         None.

                                    PART III

     The information required by this Part III is incorporated by reference from
the  registrant's  definitive proxy statement for the 1999 annual meeting of the
registrant's stockholders to be held on May 6, 1999, which involves the election
of directors.  The definitive  proxy statement will be filed with the Securities
and  Exchange  Commission  not  later  than 120 days  after  the end of the year
covered by this Form 10-K.

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) The following documents are filed as a part of this report:

     1. FINANCIAL STATEMENTS. The following Consolidated Financial Statements of
SITEL  Corporation  and Independent  Auditors'  Report are included at pages F-1
through F-30 of this Form 10-K:

    -  Independent Auditors' Report.

    -  Consolidated Balance Sheets at December 31, 1997 and 1998.

    -  Consolidated Statements of Income (Loss) For The Years Ended December 31,
           1996, 1997, and 1998.

    -   Consolidated Statements of Stockholders' Equity For The Years Ended
            December 31, 1996, 1997 and 1998.

    -   Consolidated Statements of Cash Flows For The Years Ended December 31,
            1996, 1997 and 1998.

    -   Notes to Consolidated Financial Statements.

     2. FINANCIAL  STATEMENT  SCHEDULES.  The following  consolidated  financial
statement  schedules of SITEL Corporation for the years ended December 31, 1996,
1997 and 1998 are included at pages S-1 through S-2 of this Form 10-K and should
be read in conjunction with the Consolidated Financial Statements:

    -   Independent Auditors' Report.

    -   Schedule II - Valuation and Qualifying Accounts.

     All other  schedules  of the  Company  for which  provision  is made in the
applicable accounting  regulations of the Securities and Exchange Commission are
not  required  under the related  instructions,  are  inapplicable  or have been
disclosed in the Notes to Consolidated Financial Statements and, therefore, have
been omitted.

                                       22
<PAGE>
     3.  EXHIBITS.  The  following  Exhibits  are  filed  as  part  of,  or  are
incorporated by reference into, this Form 10-K:
<TABLE>
<CAPTION>
       Exhibit No.    
       -----------    
<S>   <C>         <C>
(1)   3.1         Amended and Restated Articles of Incorporation
(5)   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.
(10)  3.4(a)      Amended and Restated Bylaws (conformed copy including Amendment No. 1)
(21)  3.4(b)      Amendment No. 2 to Amended and Restated Bylaws
(18)  3.5         Certificate of Designation of Series A Participating Preferred Stock.
(7)   4.2         Specimen Common Stock Certificate.
(19)  4.3         Rights Agreement.
(1)   9.1         Form of General Voting Agreement.
(1)   10.1        SITEL Corporation Stock Option Plan for Replacement of Existing Options.
(7)   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.
(7)   10.2(a)     Amendment No. 1 to SITEL Corporation Stock Option Plan for  Replacement of EEBs.
(4)   10.3        Amended and Restated SITEL Corporation 1995 Employee Stock Option Plan.
(7)   10.3(a)     Amendment No. 1 to Amended and Restated SITEL Corporation 1995 Employee Stock Option Plan.
(9)   10.3(b)     Amendment No. 2 to Amended and Restated SITEL Corporation 1995 Employee Stock Option Plan
(13)  10.3(c)     Amendment No. 3 to the Amended and Restated SITEL Corporation 1995 Employee Stock Option Plan.
(8)   10.4        Amended and Restated SITEL Corporation 1995 Non-Employee Directors Stock Option Plan.
(1)   10.5        SITEL Corporation Executive Wealth Accumulation Plan.
(14)  10.5(a)     Second Amendment to 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.
(2)   10.9        Form of Indemnification Agreement with Outside Directors.
(3)   10.10       Form of Indemnification Agreement with Executive Officers.
(15)  10.11       Amended and Restated SITEL Corporation Employee Stock Purchase Plan.
(17)  10.12       Separation Agreement dated May 12, 1998 with Michael P. May.
(11)  10.13       Amended Credit Agreement with Bankers Trust Company.
(16)  10.13(a)    First Amendment dated as of June 19, 1998 to Amended Credit Agreement.
(20)  10.13(b)    Second Amendment dated September 30, 1998 to Amended Credit Agreement.
(12)  10.14       Indenture governing $100,000,000 9 1/4% Senior Subordinated Notes due 2006.
      10.15       Separation Agreement dated October 14, 1998 with Barry S. Major.
(6)   16.1        Letter from Coopers & Lybrand L.L.P. dated February 6, 1997.
      21          Subsidiaries.
      23.1        Consent of KPMG Peat Marwick LLP
      27          Financial Data Schedule.
</TABLE>
-------------------------------------
          (1)  Previously  filed as an exhibit under the same exhibit  number to
               the Company's  Registration  Statement on Form S-1  (Registration
               No. 33-91092).

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

          (3)  Previously  filed as an exhibit under the same exhibit  number to
               the Company's  Registration  Statement on Form S-8  (Registration
               No. 33-99434).

          (4)  Previously filed as Appendix B to the Company's  definitive Proxy
               Statement  for the  Annual  Meeting  of  Stockholders,  filed  on
               September 27, 1996.

                                       23
<PAGE>
          (5)  Previously filed as Exhibit 4.1(a) to the Company's  Registration
               Statement on Form S-3 (Registration No. 333-13403).

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

          (7)  Previously  filed as an exhibit under the same exhibit  number to
               the  Company's  Annual  Report  on Form  10-K for the year  ended
               December 31, 1996.

          (8)  Previously filed as Appendix B to the Company's  definitive Proxy
               Statement for the Annual Meeting of Stockholders,  filed on April
               30, 1997.

          (9)  Previously filed as Appendix C to the Company's  definitive Proxy
               Statement for the Annual Meeting of Stockholders,  filed on April
               30, 1997.

          (10) Previously  filed as Exhibit  4.2 to the  Company's  Registration
               Statement on Form S-3 (Registration No. 333-28131).

          (11) Previously  filed as Exhibit 10.1 to the Company's Form 8-K filed
               on March 16, 1998.

          (12) Previously  filed as Exhibit 10.2 to the Company's Form 8-K filed
               on March 16, 1998.

          (13) Previously  filed as Exhibit  10.3(c) to the Company's  Form 10-Q
               for the quarter ended March 31, 1998.

          (14) Previously  filed as an exhibit under the same exhibit  number to
               the Company's Form 10-Q for the quarter ended March 31, 1998.

          (15) Previously  filed as Exhibit 10.12 to the Company's Form 10-Q for
               the quarter ended March 31, 1998.

          (16) Previously  filed as Exhibit 10.1 to the Company's Form 8-K filed
               on July 1, 1998.

          (17) Previously  filed as Exhibit 10.1 to the Company's  Form 10-Q for
               the quarter ended June 30, 1998.

          (18) Previously filed as Exhibit A to the Rights Agreement included as
               Exhibit 1 to the  Company's  Registration  Statement  on Form 8-A
               filed on August 24, 1998.

          (19) Previously  filed  as  Exhibit  1 to the  Company's  Registration
               Statement on Form 8-A filed on August 24, 1998.

          (20) Previously  filed as Exhibit 10.1 to the Company's  Form 10-Q for
               the quarter ended September 30, 1998.

          (21) Previously  filed as Exhibit 3.2 to the  Company's  Form 10-Q for
               the quarter ended September 30, 1998.

(b) There were no reports on Form 8-K filed by the Registrant  during the fourth
quarter of the fiscal year ended December 31, 1998.

                                       24
<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: March 19, 1999               SITEL Corporation



                                   By: /s/Phillip A. Clough
                                      ------------------------------------------
                                      Chief Executive Officer

     PURSUANT TO THE  REQUIREMENTS OF THE SECURITIES  EXCHANGE ACT OF 1934, THIS
REPORT  HAS  BEEN  SIGNED  BELOW  BY THE  FOLLOWING  PERSONS  ON  BEHALF  OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.


/s/James F. Lynch             Chairman of the Board              March 19, 1999
-------------------------     and Director
James F. Lynch                


/s/Phillip A. Clough          Chief Executive Officer and        March 19, 1999
-------------------------     Director
Phillip A. Clough


/s/W. Gar Richlin             Executive Vice President and       March 19, 1999
-------------------------     Chief Financial Officer
W. Gar Richlin                (Principal Financial Officer)


/s/Alan G. Siemek             Corporate Controller               March 19, 1999
-------------------------     (Principal Accounting Officer)
Alan G. Siemek                 


/s/Henk P. Kruithof           Executive Vice Chairman and        March 19, 1999
-------------------------     Director
Henk P. Kruithof              


/s/Bill L. Fairfield          Director                           March 19, 1999
-------------------------
Bill L. Fairfield


/s/Kelvin C. Berens           Director                           March 19, 1999
-------------------------
Kelvin C. Berens


/s/George J. Kubat            Director                           March 19, 1999
-------------------------
George J. Kubat

                                       25
<PAGE>
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
          Exhibit No.    
          -----------    
<S>       <C>         <C>
(1)       3.1         Amended and Restated Articles of Incorporation
(5)       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.
(10)      3.4(a)      Amended and Restated Bylaws (conformed copy including Amendment No. 1)
(21)      3.4(b)      Amendment No. 2 to Amended and Restated Bylaws
(18)      3.5         Certificate of Designation of Series A Participating Preferred Stock.
(7)       4.2         Specimen Common Stock Certificate.
(19)      4.3         Rights Agreement.
(1)       9.1         Form of General Voting Agreement.
(1)       10.1        SITEL Corporation Stock Option Plan for Replacement of Existing Options.
(7)       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.
(7)       10.2(a)     Amendment No. 1 to SITEL Corporation Stock Option Plan for  Replacement of EEBs.
(4)       10.3        Amended and Restated SITEL Corporation 1995 Employee Stock Option Plan.
(7)       10.3(a)     Amendment No. 1 to Amended and Restated SITEL Corporation 1995 Employee Stock Option Plan.
(9)       10.3(b)     Amendment No. 2 to Amended and Restated SITEL Corporation 1995 Employee Stock Option Plan
(13)      10.3(c)     Amendment No. 3 to the Amended and Restated SITEL Corporation 1995 Employee Stock Option Plan.
(8)       10.4        Amended and Restated SITEL Corporation 1995 Non-Employee Directors Stock Option Plan.
(1)       10.5        SITEL Corporation Executive Wealth Accumulation Plan.
(14)      10.5(a)     Second Amendment to 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.
(2)       10.9        Form of Indemnification Agreement with Outside Directors.
(3)       10.10       Form of Indemnification Agreement with Executive Officers.
(15)      10.11       Amended and Restated SITEL Corporation Employee Stock Purchase Plan.
(17)      10.12       Separation Agreement dated May 12, 1998 with Michael P. May.
(11)      10.13       Amended Credit Agreement with Bankers Trust Company.
(16)      10.13(a)    First Amendment dated as of June 19, 1998 to Amended Credit Agreement.
(20)      10.13(b)    Second Amendment dated September 30, 1998 to Amended Credit Agreement.
(12)      10.14       Indenture governing $100,000,000 9 1/4% Senior Subordinated Notes due 2006.
          10.15       Separation Agreement dated October 14, 1998 with Barry S. Major.
(6)       16.1        Letter from Coopers & Lybrand L.L.P. dated February 6, 1997.
          21          Subsidiaries.
          23.1        Consent of KPMG Peat Marwick LLP
          27          Financial Data Schedule.
</TABLE>

-------------------------------------
          (1)  Previously  filed as an exhibit under the same exhibit  number to
               the Company's  Registration  Statement on Form S-1  (Registration
               No. 33-91092).

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

          (3)  Previously  filed as an exhibit under the same exhibit  number to
               the Company's  Registration  Statement on Form S-8  (Registration
               No. 33-99434).

          (4)  Previously filed as Appendix B to the Company's  definitive Proxy
               Statement  for the  Annual  Meeting  of  Stockholders,  filed  on
               September 27, 1996.

          (5)  Previously filed as Exhibit 4.1(a) to the Company's  Registration
               Statement on Form S-3 (Registration No. 333-13403).

                                       26
<PAGE>
          (6)  Previously  filed as an exhibit under the same exhibit  number to
               the Company's Form 8-K filed on February 6, 1997.

          (7)  Previously  filed as an exhibit under the same exhibit  number to
               the  Company's  Annual  Report  on Form  10-K for the year  ended
               December 31, 1996.

          (8)  Previously filed as Appendix B to the Company's  definitive Proxy
               Statement for the Annual Meeting of Stockholders,  filed on April
               30, 1997.

          (9)  Previously filed as Appendix C to the Company's  definitive Proxy
               Statement for the Annual Meeting of Stockholders,  filed on April
               30, 1997.

          (10) Previously  filed as Exhibit  4.2 to the  Company's  Registration
               Statement on Form S-3 (Registration No. 333-28131).

          (11) Previously  filed as Exhibit 10.1 to the Company's Form 8-K filed
               on March 16, 1998.

          (12) Previously  filed as Exhibit 10.2 to the Company's Form 8-K filed
               on March 16, 1998.

          (13) Previously  filed as Exhibit  10.3(c) to the Company's  Form 10-Q
               for the quarter ended March 31, 1998.

          (14) Previously  filed as an exhibit under the same exhibit  number to
               the Company's Form 10-Q for the quarter ended March 31, 1998.

          (15) Previously  filed as Exhibit 10.12 to the Company's Form 10-Q for
               the quarter ended March 31, 1998.

          (16) Previously  filed as Exhibit 10.1 to the Company's Form 8-K filed
               on July 1, 1998.

          (17) Previously  filed as Exhibit 10.1 to the Company's  Form 10-Q for
               the quarter ended June 30, 1998.

          (18) Previously filed as Exhibit A to the Rights Agreement included as
               Exhibit 1 to the  Company's  Registration  Statement  on Form 8-A
               filed on August 24, 1998.

          (19) Previously  filed  as  Exhibit  1 to the  Company's  Registration
               Statement on Form 8-A filed on August 24, 1998.

          (20) Previously  filed as Exhibit 10.1 to the Company's  Form 10-Q for
               the quarter ended September 30, 1998.

          (21) Previously  filed as Exhibit 3.2 to the  Company's  Form 10-Q for
               the quarter ended September 30, 1998.

                                       27