<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A
                                 Amendment No. 2
         (Mark one)

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

                      For the year ended December 31, 1996

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

                For the transition period from _________ to_________

                         Commission File Number 1-12577
                                SITEL CORPORATION
                     (Exact name of registrant as specified)
            MINNESOTA                                 47-0684333
     (State or jurisdiction of                    (I.R.S. Employer
    incorporation or organization)               Identification No.)
                               13215 BIRCH STREET
                              OMAHA, NEBRASKA 68164
                                 (402) 963-6810
(Address, including zip code, and telephone number, including area code, of
 registrant's principal executive offices)
                  ____________________________________________
                  
           Securities Registered Pursuant to Section 12(b) of the Act: 
     Title of Each Class           Name of Each Exchange On Which Registered
Common Stock, $.001 Par Value                 The New York Stock Exchange

           Securities Registered Pursuant to Section 12(g) of the Act:
                                   None
                  ____________________________________________
                 
     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90  days.  YES  X    NO

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

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

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

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

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

The registrant hereby amends Part 1, Item 8 of its Form 10-K/A for year ended 
December 31, 1996 to correctly tag certain columns.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
         ____________________________________________
         
     The information called for by this item (other than selected quarterly 
information, which is set forth below) is incorporated by reference from the 
Company's Consolidated Financial Statements set forth on pages F-1 through 
F-20 hereof.

     The following table sets forth statement of operations data for
each of the four quarters of 1996 and  1995. This quarterly information is
unaudited but has been prepared on a basis consistent with the Company's audited
financial statements presented elsewhere herein and, in the Company's opinion,
includes all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the information for the quarters presented.
The operating results for any quarter are not necessarily indicative of results
for any future period.
<TABLE>
<CAPTION>
(in thousands, except per share data)
                                                                  FOR THE THREE MONTHS ENDED
                                                                  __________________________
                                                       March 31,    June 30,  September 30, December 31,
                                                         1996        1996        1996         1996
                                                       ________    ________   _____________ ___________
<S>                                                   <C>         <C>         <C>           <C>
Revenues.........................................      $59,519     $69,266     $85,144      $98,821
Operating expenses:
   Cost of services..............................       31,593      36,746      44,433       50,945
   Selling, general and administrative 
     expenses....................................       22,010      27,267      33,040       38,378
                                                       ________    ________   _____________ ___________ 
         Operating income (loss).................        5,916       5,253(a)    7,671(b)     9,498
Transaction related expenses.....................          ---         666       6,322          ---
Interest income (expense), net ..................          101          25        (130)        (223)
Other income (expense), net......................          ---         ---         (19)          51
                                                       _________   _________  _____________ ___________
   Income before income taxes and 
      minority interest..........................        6,017       4,612        1,200        9,326
Income tax expense...............................        2,211       2,271        2,514        3,225
Minority Interest................................          ---          18           23           36
                                                       _________   _________  _____________ ___________
Net income (loss)................................       $3,806      $2,323(a)   $(1,337)(b)  $  6,065
                                                       =========   =========  ============= ===========
Net income (loss) per share......................       $ 0.06      $ 0.03(a)   $ (0.02)(b)  $   0.09
                                                       =========   =========  ============= ===========
Weighted average common and common
equivalent shares................................       64,262      66,406       58,441        66,922
                                                       =========   =========  ============= ===========
</TABLE>
a)   Includes non-recurring operating expenses related to the acquisition of
     National Action Financial services, Inc. (NAFS).  Excluding those one-
     time operating expenses and the transaction related expenses, operating 
     income, net   income, and net income per share were $6.9 million, $4.3 
     million and $0.06 per share, respectively, for the second quarter of 1996.

b)   Includes non-recurring operating expenses related to the merger with Mitre
     plc and the acquisition of National Action Financial Services, Inc.
     (NAFS). Excluding those one-time operating expenses and the transaction
     related expenses, operating income, net income, and net income per share 
     were $8.2 million, $5.4 million and $.08 per share, respectively, for 
     the third quarter of 1996.
<PAGE>
<TABLE>
<CAPTION>
(in thousands, except per share data)
                                                   For The Three Months Ended
                                                   __________________________
                                        March 31,      June 30,   September 30, December 31,
                                           1995          1995          1995         1995
                                        _________    __________   _____________ ____________
<S>                                     <C>          <C>          <C>           <C>
 Revenues............................    $39,174       $46,201       $45,548       $56,292
   Operating expenses:
   Cost of services..................     21,504        24,747        24,334        31,032
   Selling, general and administrative
   expenses...........................    14,565        17,273        17,265        20,110
   Special compensation expense.......    34,585 (a)       ---           ---           ---
                                        _________   ___________   _____________ ____________
          Operating income, net.......   (31,480)(b)     4,181         3,949         5,150
Interest income expense,  net.........      (206)         (358)          (78)          (60)
Other income (expense), net...........        90            50            29           (51)
                                        _________   ___________   _____________ ____________
    Income (loss) before income taxes 
      and minority interest...........   (31,596)         3,873         3,900        5,039
Income tax expense (benefit)..........   (11,062)         1,283         1,401        1,785
Minority interest.....................       257            320           310          375
                                        _________   ___________   _____________ ____________
Net income (loss).....................  ($20,791)(b)     $2,270        $2,189       $2,879
                                        =========   ===========   ============= ============
Net income (loss) per share..........     ($0.46)(b)      $0.05         $0.04        $0.05
                                        =========   ===========   ============= ============
Weighted average common  and common
  equivalent shares...................    45,364         48,060        55,214       55,021
                                        =========   ===========   ============= ============
</TABLE>

                                                                         
     a) Represents a non-recurring, non-cash compensation expense incurred in
        February 1995 resulting from the grant of stock options with an exercise
        price of $.0025 per share to 265 employees of the Company to replace
        stock appreciation rights previously granted under the Company's
        Employee Equity Benefit Plan and previously granted stock options.
                                        
     b) Excluding the special compensation expense and a one-time foregiveness
        of debt of $0.5 million owed by two stockholders, operating income,
        net income, and net income per share would have been $3.6 million,
        $2.4 million and $0.05, respectively, for the first quarter of 1995.


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


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

        Exhibit No.

      (1)  3.1    Amended and Restated Articles of Incorporation.

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

      (1)  3.4    Amended and Restated Bylaws.

       *   4.2    Specimen Common Stock Certificate.

      (1)  9.1    Form of General Voting Agreement.

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

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

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

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

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

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

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

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

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

     (1)  10.5    SITEL Corporation Executive Wealth Accumulation Plan.

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

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

     (1)  10.8    Form of Right of First Refusal.

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

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

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

      *   21      Subsidiaries.

          23.1    Consent of KPMG Peat Marwick LLP

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

      *   27      Financial Data Schedule.
______________________________

                    *    Previously filed.

                   (1)  Previously filed as an exhibit to Registration Statement
              of SITEL Corporation on Form S1 (Registration No. 3391092) and
              incorporated herein by this reference.
              
                   (2)  Incorporated by reference to the filing under exhibit
              number 4.1(a) with the Company's registration statement on Form
              S-3 filed October 3, 1996.

                   (3)  Previously filed as Exhibit B to the Company's Notice
              of Annual Meeting of Stockholders and Proxy Statement dated
              September 27, 1996.
              
                   (4)  Previously filed as an exhibit under the same exhibit
              number to the Company's Form 10-Q for the quarter ended August
              31, 1995.

                   (5)  Previously filed as an exhibit under the same exhibit
              number to the Company's Registration Statement on S-8 (33-99434).
 
                   (6)  Previously filed as an exhibit under the same exhibit
              number to the Company's Form 8-K filed on February 6, 1997.
 
<PAGE>



                                   SIGNATURES


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

Date:  November 20, 1997                                 SITEL Corporation

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



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

James F. Lynch*
______________________        Chairman of the Board            November 20, 1997
James F. Lynch                and Director

/s/ Michael P. May
______________________        Chief Executive Officer          November 20, 1997
Michael P. May

Barry S. Major*
______________________        Executive Vice President-Finance November 20, 1997
Barry S. Major                Chief Financial Officer
                              (Principal Financial Officer)
/s/ Alan G. Siemek
_______________________       Corporate Controller             November 20, 1997
Alan G. Siemek                (Principal Accounting Officer)

Henk P. Kruithof*
_______________________       Executive Vice Chairman          November 20, 1997
Henk P. Kruithof              and Director

Bill L. Fairfield*
_______________________       Director                         November 20, 1997
Bill L. Fairfield

Kelvin C. Berens*
_______________________       Director                         November 20, 1997
Kelvin C. Berens

George J. Kubat*
_______________________       Director                         November 20, 1997
George J. Kubat


*By:  /s/Michael P. May
      _________________
      Michael P. May
      Attorney-in-fact
<PAGE>
                                  EXHIBIT INDEX
                                                                    Page Number
                                                                   In Sequential
                                                                     Numbering 
Exhibit                                                                System
_______                                                            _____________


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

(2)  3.1(a) Articles of Amendment filed September 10, 1996 to the Amended
            and Restated Articles of Incorporation                           N/A
  
(1)  3.4    Amended and Restated Bylaws.                                     N/A

 *   4.2    Specimen Common Stock Certificate.                               N/A


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 *  21     Subsidiaries.                                                     N/A

    23.1   Consent of KPMG Peat Marwick LLP                                   29

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

 *  27     Financial Data Schedule. N/A

_________________________

            *  Previously filed.

           (1) Previously filed as an exhibit to Registration Statement of
               SITEL Corporation on Form S-1 (Registration No. 33-91092) and
               incorporated herein by this reference.
               
           (2) Incorporated by reference to the filing under exhibit number
               4.1(a) with the Company's registration statement on Form S-3
               filed October 3, 1996.
               
           (3) Previously filed as Exhibit B to the Company's Notice of Annual
               Meeting of Stockholders and Proxy Statement dated September 27,
               1996.

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

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

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

<PAGE>


                           SITEL CORPORATION AND SUBSIDIARIES

                       INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                            AND FINANCIAL STATEMENT SCHEDULE
 


CONSOLIDATED FINANCIAL STATMENTS
________________________________

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

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

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

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

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

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

FINANCIAL STATEMENT SCHEDULE
____________________________

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

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

<PAGE>



                          INDEPENDENT AUDITORS' REPORT
                          ____________________________
                          
                          
The Board of Directors
SITEL Corporation:

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

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

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





Omaha, Nebraska                                         KPMG Peat Marwick LLP
April 4, 1997

<PAGE>                                        
                         SITEL CORPORATION AND SUBSIDIARIES
                            CONSOLIDATED  BALANCE SHEETS
(in thousands, except share data)
<TABLE>                                                                    
<CAPTION>
                                                                   ASSETS                    Decembe 31,
                                                                                        _________________________
                                                                                           1995              1996
                                                                                        __________       ____________
<S>                                                                                 <C>              <C>            
Current assets:                                                                                                     
     Cash and cash equivalents............... ....... ....... ....... .............   $      4,531     $       25,710
     Trade accounts receivable (net of allowance for doubtful accounts of                                             
           $937 and $3,188, in 1995 and 1996, respectively)........................         31,440             65,477
     Marketable securities.........................................................         13,046              1,740
     Prepaid expenses........ .....................................................          2,036              3,007
     Other assets..................................................................            753              2,907
     Deferred income taxes.........................................................            445                512
                                                                                        __________       ____________
                    Total current assets...........................................         52,251             99,353
                                                                                        __________       ____________
Property and equipment, net.................................................... ...         25,015             59,109
Deferred income taxes .............................................................         14,434             11,187
Goodwill, net.................................................................. ...          6,315             40,110
Other assets.......................................................................          2,945              1,925
                                                                                        __________       ____________
                                                                                                                     
                    Total assets...................................................  $     100,960     $      211,684
                                                                                        ==========       ============
                                                                                                               
                                            LIABILITIES AND STOCKHOLDERS' EQUITY  
                                                                                                                    
Current liabilities:                                                                      
     Notes payable.............................................................. ..  $       2,212     $       3,638
     Current portion of long-term debt  ...........................................            871               759
     Current portion of capitalized lease obligations..............................          1,569             3,032
     Trade accounts payable........................................................          9,517            18,775
     Income taxes payable..........................................................          1,548             3,815
     Accrued wages, salaries and bonuses...........................................          6,825            14,812
     Accrued operating expenses..................................... ..............          3,690             9,026
     Deferred revenue..............................................................          1,812             7,632
     Customer deposits and other...................................................             25             1,028
                                                                                        ___________        __________     
                    Total current liabilities......................................         28,069            62,517
                                                                                        __________         __________
Long-term debt, excluding current portion..........................................          2,882             1,720
Capitalized lease obligations, excluding current portion...........................          1,423             3,141
Purchase price payable (Note 2)....................................................            ---            15,928
Deferred compensation .............................................................            904             1,461
Redeemable preference shares ......................................................          2,302               ---
                                                                                                                    
Minority interest ........................................ ........................            ---               192
                                                                                                                    
Commitments and contingencies 
                                                                                                                    
Stockholders' equity:                                                                                                
     Common stock, voting, $.001 par value 200,000,000 shares authorized,                                            
       50,841,602  and 58,875,660 shares issued and outstanding in 1995            
       and 1996, respectively......................................................             51                 59     
Paid-in capital....................................................................         69,530            117,736
     Currency exchange adjustment..................................................             54              1,311
     Unrealized gain on marketable securities, net of taxes........................            ---              1,017
     Retained earnings (deficit)...................................................         (4,255)             6,602
                                                                                        ___________       ___________
                    Total stockholders' equity.....................................         65,380            126,725
                                                                                        __________       ____________
                    Total liabilities and stockholders' equity.....................  $     100,960     $      211,684
                                                                                        ==========       ============

The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>                                                          
<PAGE>
                        SITEL CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in thousands, except per share data)
 <TABLE>                                                                                                            
 <CAPTION>                                                                                                          
                                                                          For The Years Ended December 31,
                                                                         _________________________________
                                                                        1994             1995              1996
                                                                  ______________     _____________    _____________
 <S>                                                          <C>                <C>              <C>              
 Revenues...................................................    $        116,757   $      187,215   $       312,750
                                                                  ______________     _____________     _____________
 Operating expenses:                                                                                               
      Cost of services......................................              63,268          101,617           163,717
      Selling, general and administrative expenses..........              48,254           69,213           120,695
      Special compensation expense..........................                 ---           34,585               ---
                                                                  ______________     _____________     _____________
                                                                                                                   
                     Total operating expenses...............             111,522          205,415           284,412
                                                                  ______________     _____________     _____________
                                                                                                                  
                                                                                                                   
                     Operating income(loss) .................              5,235         (18,200)            28,338
                                                                  ______________     _____________     _____________
                                                                                                                   
 Other income (expense):                                                                                           
      Transaction related  expenses.........................                 ---              ---            (6,988)
      Interest income.......................................                  47              613             1,108
      Interest expense......................................                (881)          (1,315)           (1,335)
      Other.................................................               1,443              118                32
                                                                  ______________     _____________     _____________
                                                                                                                   
                     Total other income (expense)...........                 609             (584)           (7,183)
                                                                  ______________     _____________     _____________
                                                                                                                   
 Income (loss) before income taxes and minority interest.....              5,844          (18,784)           21,155
                                                                                                                   
 Income tax expense (benefit)................................              1,526           (6,593)           10,221
                                                                                                                   
 Minority interest...........................................                383            1,262                77
                                                                  ______________     _____________     _____________
                                                                                                                   
                      Net income (loss) .....................   $          3,935   $     (13,453)   $        10,857
                                                                  ==============     =============     =============
                                                                                                                   
 Per share amounts:                                                                                                
      Income (loss) per common and common equivalent share..    $           0.09   $       (0.29)   $          0.16
                                                                  ==============     =============     =============
                                                                                                                   
 Weighted average common and common                                                                                
      equivalent shares outstanding.........................              44,770           45,952            66,011
                                                                                                                   
                                                                                                          
 The accompanying notes are an integral part of the consolidated financial
 statements.   
</TABLE>                         


<PAGE>
<TABLE>
<CAPTION>

                                          SITEL CORPORATION AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF  STOCKHOLDERS' EQUITY
                                      For The Years Ended December 31, 1994, 1995, and 1996
(dollars in thousands)
                                                   
                                                   
                                                                            
                                                                           Class A   Class B     Class C              Options Less
                                                                           Common    Common      Common     Common      Deferred
                                                                           Stock     Stock       Stock      Stock     Compensation
                                                                           _______   _______     ________   _______   ____________
<S>                                                                        <C>       <C>         <C>        <C>       <C>
Balance, December 31, 1993...............................................  $    18        11            1        --            27
  Common stock options less deferred compensation........................       --        --           --        --            55
  Accretion of put option................................................       --        --           --        --            --
  Currency exchange adjustment...........................................       --        --           --        --            --
Transactions by pooled companies:
  Issuance of  2,389,563 shares of common stock..........................        2        --           --        --            --

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

                                                                            _______   ______     ________   _______   ____________

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

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

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

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

  Unrealized gain on marketable securities, net of taxes.................       --        --           --        --            --
  Net income.............................................................       --         --          --        --            --
                                                                            _______   _______    ________   _______   ____________
Balance, december 31, 1996...............................................   $   --    $    --    $     --   $    59   $        --
                                                                            =======   =======    ========   =======   ============
                                                                                      Currency   Unrealized Retained    Total
                                                                            Paid-in   Exchange   Gain on    Earnings  Stockholders'
                                                                            Capital   Adjustment Marketable (Deficit)  Equity
                                                                                                 Securities
                                                                            _______   _______    ________   _______   ____________

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

  Net income.............................................................        --        --          --      3,935        3,935
                                                                            _______   _______    ________   ________  ____________
Balance December 31, 1994................................................     3,285        42          --      9,411       12,852
  Issuance of 100,592 shares of Class C common stock less 80,472 shares
    subject to put option................................................        59        --          --         --           59
  Special compensation - option issues...................................    34,707        --          --         --       34,625 
  Accretion of put option................................................        --        --          --       (213)        (213)
  Conversion of 20,263,458 shares of Class A, 10,660,000 shares of Class
    B, and 739,656 shares of Class C common into a single class of
    common stock due to reincorporation..................................        --        --          --         --           --
  Issuance of 7,600,000 share of common stock, net of offering expenses..    23,163        --          --         --       23,171 
  Cancellation of the put option on 3,070,584 shares.....................     2,797        --          --         --        2,800
  Transaction by pooled companies:
    Issuance of 8,507,904 shares of common stock.........................     5,519        --          --         --        5,527
  Currency exchange adjustment...........................................        --        12          --         --           12
  
  Net loss...............................................................        --        --          --    (13,453)     (13,453)
                                                                             ______   _______    ________   _________   ___________
Balance , December 31,1995...............................................    69,530        54          --     (4,255)      65,380
  Issuance of 5,982,220 shares of common stock, net of offering expenses.    42,239        --          --         --       42,245
  Issuance of 1,719,642 shares of common stock for options exercised.....        92        --          --         --           94
  Tax benefit of stock options exercised.................................     5,040        --          --         --        5,040
  Transactions by pooled companies:
    Issuance of 332,196 shares of common stock...........................       835        --          --         --          835

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

  Unrealized gain on marketable securities, net of taxes.................        --         --      1,017         --        1,017
  Net income.............................................................        --         --         --     10,857       10,857
                                                                           ________   ________    _______   ________   ____________
Balance, December 31, 1996...............................................  $117,736     $1,311     $1,017    $ 6,602     $126,725
                                                                           ========   ========    =======   ========   ============
The accompanying notes are an integral part of  the consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                        SITEL CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
                                                                                 For The Years Ended December 31,
                                                                                 ________________________________

                                                                              1994             1995           1996
                                                                           __________      ____________   ___________
<S>                                                                        <C>             <C>            <C>
Cash flows from operating activities:
   Net income (loss).................................................       $   3,935      $   (13,453)   $   10,857
   Adjustments to reconcile net income (loss) to net cash provided
     by operating activities:
        Special compensation expense.................................              --           34,585            --
        Depreciation and amortization................................           5,341            7,090         13,256
        Provision for deferred income tax............................            (818)         (12,219)         1,823
        Deferred compensation........................................             804               70            557
        Loss (gain) on sale of property and equipment................              44               53            (37)
        Forgiveness of loans receivable from related parties.........              --              449             --
        Change in assets and liabilities:
           Trade accounts receivable.................................          (9,623)          (9,408)       (17,083)
           Other assets..............................................          (1,518)            (769)         4,097
           Trade accounts payable....................................             746            4,302          6,662
           Other liabilities.........................................           2,304            4,573         15,711
                                                                           ___________      ____________    ___________
                 Net cash provided by operating activities...........           1,215           15,273         35,843
                                                                           __________       ____________    ___________
Cash flows from investing activities:
   Purchases of property and equipment...............................          (9,415)         (13,279)       (39,954)
   Proceeds from sales of property and equipment.....................              43              126            199
   Acquisition of Teleaction, net of cash acquired...................              --               --        (23,720)
   Acquisition of CTC, net of cash acquired..........................              --               --         (4,216)
   Investments in marketable securities..............................              --          (22,196)       (63,793)
   Sale of marketable securities.....................................              --            9,150         76,840
   Changes in other assets, net......................................            (373)            (349)          (380)
                                                                           ___________     _____________   ___________
                 Net cash used in investing activities...............          (9,745)         (26,548)       (55,024)
                                                                           ___________     _____________   ___________
Cash flows from financing activities:
   Borrowings on notes payable.......................................          60,049           21,929         17,169
   Repayments of notes payable.......................................         (59,043)         (21,429)       (16,026)
   Borrowings on long-term debt......................................           8,079            7,319            500
   Repayment of long-term debt.......................................          (1,764)         (13,237)        (2,048)
   Repayment of note payable to related party........................              --             (492)            --
   Issuance of  redeemable preference shares.........................           2,571               --             --
   Repayment of  redeemable preference shares........................            (230)            (464)        (2,075)
   State incentive credits received..................................              --              800             --
   Common stock issued, net of expenses..............................           1,048           23,171         42,339
   Payments on capital lease obligations.............................            (771)          (2,449)          (259)
                                                                           ___________     _____________   ____________
                 Net cash provided by  financing activities..........           9,939           15,148          39,600
                                                                           ___________     _____________   ____________
   Effect of exchange rates on cash..................................            (101)            (104)            760
                                                                           ___________     _____________   ____________
                 Net increase in cash................................           1,308            3,769          21,179
Cash and cash equivalents, beginning of year.........................            (546)             762           4,531
                                                                           ___________     _____________   ____________
Cash and cash equivalents, end of year...............................      $      762      $     4,531     $    25,710
                                                                           ===========     =============   ============
Supplemental disclosures of cash flow information:
   Interest paid.....................................................      $    1,071      $     1,212     $       846
   Income taxes......................................................      $    2,080      $     4,170     $     4,311

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



</TABLE>

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

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

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

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

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


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

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

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

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

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

     (e)  CASH EQUIVALENTS.  Cash equivalents generally consist of highly
liquid debt instruments purchased with an original maturity of three months or
less.
   
     (f) PROPERTY AND EQUIPMENT.  Property and equipment are stated at cost.
Equipment under capital leases is stated at the present value of minimum lease
payments.  Depreciation is calculated on the straight-line method over the
estimated useful lives of the assets which range from 3 to 20 years.  Assets
recorded under capital leases are amortized on a straight-line basis over the
shorter of the lease term or estimated useful life of the asset.

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

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

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

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

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

                                            (in thousands)
                                   For The Years Ended December 31,
                                   ________________________________
                                      1994      1995        1996
                                    _______    _______    ________
       Common stock..............    33,906    40,565       57,746
       Common stock equivalents -
           stock options.........    10,864     5,387        8,265
                                     _______   _______     ________

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

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

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

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

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

<PAGE>
2.   ACQUISITIONS:

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

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

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

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

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

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

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

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

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

<PAGE>

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


3.   INVESTMENTS IN MARKETABLE SECURITIES:

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


                                                 (in thousands)
                                                     Gross
                                                   Unrealized

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

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


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

4.    PROPERTY AND EQUIPMENT:

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


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

<PAGE>

5. LONG-TERM DEBT:

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

                                                         (in thousands)
                                                For The Years Ended December 31,
                                                ________________________________
                                                          1995      1996
                                                         ______    ______
 8% note payable in monthly installments, including
 interest, with final payment due May 2004; secured by
 property.............................................   $1,292    $1,270
                                        
 Other notes payable with weighted-average interest
 rates of 8.5% and 6.4% in 1995 and 1996, respectively;
 secured by property and equipment....................    2,461     1,209
                                                         ______    ______

                                                          3,753     2,479

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

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

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

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

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

<PAGE>
6.   COMMON STOCK:

     _____________

      On May 13, 1996, the Company effected a two-for-one stock split to
shareholders of record on May 3, 1996.  On  October 21, 1996, the Company
effected a second two-for-one stock split to shareholders of record on October
14, 1996.  Both of these stock splits have been given retroactive effect in the
accompanying consolidated financial statements.
                 
      In May 1995, the Company was reincorporated in the State of Minnesota.  As
part of the reincorporation, each outstanding share of Class A, Class B, and
Class C common stock was converted automatically to 2.5 shares of new $.001 par
value common stock.
                               
     During June 1995, the Company completed an initial public offering ("IPO")
of its common stock.  In that IPO, the Company issued 7,600,000 shares at a
price of $3.38 per share, as adjusted for subsequent stock splits.  Net proceeds
of approximately $23.2 million were realized by the Company after deducting the
underwriting discount and offering costs.
                    
     Prior to its IPO, the Company's outstanding capital stock included
3,070,584 shares of Class C common stock that was issued with a put option in
connection with a previous acquisition of a business.  The put option entitled
the shareholder to put those shares back to the Company between July 1, 1997 and
November 30, 1997 in exchange for a note payable of $4.5 million less the amount
of certain expenditures made by the stockholder relating to obligations not
assumed by the Company in that previous acquisition.  The value of the put
option was being accreted by charges to retained earnings over the life of the
put option until its cancellation, which occurred concurrently with the
Company's IPO.
                                 
     The Company completed an additional public offering of common stock in
February 1996.  The Company sold 5,982,220 shares at a price of $7.50 per share,
as adjusted for the stock splits.   Net proceeds of $42.3 million were realized
by the Company after deducting the underwriting discount and offering expenses.
                                        
7.   INCOME TAXES:
     _____________

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

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

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

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

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

(in thousands)
                               For The Years Ended December 31,
                              _________________________________
                               1994          1995         1996
                            _________    ___________    _________
                                                       
    Current:
      Federal                  $1,560           3,804       $3,929
      Foreign                     719           1,681        4,529
      State                        65             141          (60)
                            _________     ___________    _________

                                2,344           5,626        8,398

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

                                 (818)        (12,219)       1,823

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

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

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


                                                            (in thousands)
                                                For The Years Ended December 31,
                                               _________________________________
                                                             1995      1996
                                                            ______    _______

  Deferred tax assets:
   Accrued compensation and other liabilities              $ 12,345  $  11,198
   Net operating loss and other credit carryforwards          2,065      2,558
   Depreciation and amortization                                587         --
   Deferred tax items related to international operations        --        320
   Allowance for doubtful accounts                              183        297
                                                           ________    _______
 Total deferred tax assets                                 $ 15,180  $  14,373
                                                           ________    _______
  Deferred tax liabilities:
   Deferred tax items related to international operations      207      1,137
   Leased assets and depreciation                               --        640
   Unrealized gain on marketable securities                     --        523
   Other                                                        94        374
                                                            ______    _______

      Total deferred tax liabilities                           301      2,674
                                                            ______    _______

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

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

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

<PAGE>

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


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

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


8. LEASE OBLIGATIONS:

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

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

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


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

<PAGE>
9.   STOCK OPTION PLANS:

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

    a)  STOCK PLAN FOR REPLACEMENT OF EXISTING OPTIONS ("REPLACEMENT PLAN").
        Under this plan, options for 4,541,780 shares were granted, with an
        option price of $.0025 per share, as replacements for 3,110,000 options
        outstanding at December 31,1994.
       
       
     b)  STOCK OPTION PLAN ("EEB REPLACEMENT  PLAN").  Under this plan, options
         for 7,381,720 shares were granted in 1995, with an option price of 
         $.0025 per share, as replacements for the Company's employee equity 
         benefit plan ("EEB Plan").The EEB Plan had 12,655,500 units outstanding
         with base values ranging from $.85 to $1.71.  With respect to both the 
         Replacement Plan and the EEB Replacement Plan, the following applies: 
         Options are exercisable in five equal annual installments from January 
         1996 to May 2000.  The Company recorded these options at the estimated 
         fair value at date of grant ($2.91), with a corresponding charge to 
         special compensation expense totaling $34.6 million. All options 
         granted were vested as of the date of grant.  No further options will 
         be granted under these plans.
       
     c) 1995 EMPLOYEE STOCK OPTION PLAN ("1995 PLAN").  The 1995 Plan provided
        for the granting of options to purchase up to an aggregate of 2,800,000
        shares. Shareholders authorized an additional 7,000,000 shares in 1996.
        Options granted may be either nonqualified or incentive stock options.
        Vesting terms vary with each grant, and option terms may not exceed ten
        years.  Option prices, set by the Compensation Committee of the Board of
        Directors, may not be less than the fair market value at date of grant
        for incentive stock options or less than par value for nonqualified
        stock options.  At December 31,1996, there were approximately 3,600,000
        shares available for issuance pursuant to future grants under the 1995
        Plan.
       
       
     d) 1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN ("DIRECTORS PLAN"). The
        Directors' Plan provides for automatic grants of nonqualified options to
        each independent director of the Company.  Each independent director 
        will be granted nonqualified options to purchase 4,000 shares of common 
        stock upon first being elected to the Board of Directors and on each
        anniversary thereof.  The exercise price for all Nonqualified Options 
        will equal the fair market value of the common stock on the date of 
        grant.  The options vest one year after the date of grant. At December 
        31, 1996, there were 88,000 shares available for issuance pursuant to 
        future grants under the Directors' Plan.

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

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

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

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

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

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


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

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


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

<PAGE>
     Had the Company determined compensation cost based on the fair value at the
grant date for its stock options under SFAS No. 123, the Company's net income
(loss) would have been reduced to the pro forma amounts indicated below:
     
                                   (in thousands, except per share data)
                                      For The Years Ended December 31,
                                      ________________________________
                                                1995        1996
                                              _________    _______
       Net income (loss):       As Reported   $(13,453)    $10,857
                                Pro Forma      (13,493)     10,186

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


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


10.  RELATED PARTY TRANSACTIONS:

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

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

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


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

<PAGE>
11.  BENEFIT PLANS:

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

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

12.  SEGMENT  DATA:

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

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

    REVENUE:

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

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

    OPERATING INCOME (LOSS):

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

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

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

    IDENTIFIABLE ASSETS:

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

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

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


13.  CONTINGENCIES:

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

<PAGE>

                      INDEPENDENT AUDITORS' REPORT ON THE
                          FINANCIAL STATEMENT SCHEDULE





The Board of Directors
SITEL Corporation:

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




Omaha, Nebraska                                          KPMG Peat Marwick LLP
April 4, 1997





                            

<PAGE>

                       SITEL CORPORATION AND SUBSIDIARIES
                                        
                                   SCHEDULE II
                        VALUATION AND QUALIFYING ACCOUNTS
                             (dollars in thousands)



                                                        ACCOUNTS
                                  BEGINNING  BAD DEBT  CHARGED TO    ENDING
  DESCRIPTION                      BALANCE   EXPENSE    ALLOWANCE    BALANCE
  ___________                     _________  _________ ____________  ________  
  
  Allowance for doubtful accounts
    for trade receivables
    Year ended December 31, 1994       $505       509          168       $846


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


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