SECURITIES AND EXCHANGE COMMISSION             
                                 Washington, D.C. 20549
  
                                 FORM 10-K/A
  (Mark one)
  
  [ X ]                  Annual Report Pursuant to Section 13 or 15(d)
                         of the Securities Exchange Act of 1934
            
                         For the fiscal year ended May 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 0-26152
  
                                 SITEL CORPORATION
  
                     (Exact name of registrant as specified in its charter)
           Minnesota                                      47-0684333
  (State or jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                        Identification No.) 
                                 13215 Birch Street
                                 Omaha, Nebraska 68164
                                            (402) 498-6810           
   (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:
                                 None
  
                 Securities Registered Pursuant to Section 12(g) of the Act: 
                                 Common Stock, $.001 Par Value
                                 ____________________________________________
  
     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 August 15, 1996, was $379,641,296 based upon the
  closing bid price of $33.50 for such stock as quoted by the
  Nasdaq Stock Market 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 August 15, 1996, the Company had 20,054,646 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 October 29, 1996, are incorporated into Part III.
  
     This 10-K/A consists of  5 pages.
  
  The registrant hereby amends Part IV, Item 14(a)(3) of its Form 10-K filed for
  the fiscal year ending May 31, 1996 to include the Financial Data Schedule
  as Exhibit 27.  As amended, Part IV, Item 14(a)(3) reads as follows:
  
     3.  EXHIBITS.  The following Exhibits are filed as part of, or are
  incorporated by reference into, this Form 10-K:
  
  (1)  3.1 Amended and Restated Articles of Incorporation of SITEL Corporation.
           
  (1)  3.4 Amended and Restated Bylaws of SITEL Corporation.
           
  (1)  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.
           
  (1)  10.2 SITEL Corporation Stock Option Plan for Replacement of EEBs.
           
  (1)  10.3 SITEL Corporation 1995 Employee Stock Option Plan.
           
  (1)  10.4 SITEL Corporation 1995 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.
           
  (2)  10.9 Form of Indemnification Agreement with Outside Directors.
  
  (3)  10.10 Form of Indemnification Agreement with Executive Officers.
  
       21                  Subsidiaries
  
       23.1                Consent of Coopers & Lybrand L.L.P.
           
       24.1                Power of Attorney (included on signature page).
           
       27                  Financial Data Schedule
       
       _________________________
       
  
  (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)     Previously filed as an exhibit under the same exhibit number to
  the Company's Form 10-Q for the quarter ended August 31, 1995. 
     
  (3)     Previously filed as an exhibit under the same exhibit number to 
  the Company's Registration Statement on S-8 (33-99434).
                 
  
  
  
  
  
  
  
  
  
  
  
  The registrant hereby amends the Exhibit Index of its Form 10-K filed for the
  fiscal year ending May 31, 1996 to include the Financial Data Schedule as
  Exhibit 27.  As amended, the Exhibit Index reads as follows:
  
                                      EXHIBIT INDEX
  
                                                         Page Number
                                                         In Sequential
                                                          Numbering
        Exhibit                                            System  
  
  
  
  (1)   3.1  Amended and Restated Articles of Incorporation of SITEL 
             Corporation.  N/A  
           
  (1)   3.4  Amended and Restated Bylaws of SITEL Corporation. N/A  
           
  (1)   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  
           
  (1)   10.2 SITEL Corporation Stock Option Plan for Replacement of EEBs. N/A  
           
  (1)   10.3  SITEL Corporation 1995 Employee Stock Option Plan.     N/A  
           
  (1)   10.4 SITEL Corporation 1995 Non-Employee Directors Stock Option Plan. 
             N/A  
           
  (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  
           
  (2)   10.9 Form of Indemnification Agreement with Outside Directors.   N/A  
  
  (3) 10.10 Form of Indemnification Agreement with Executive Officers.    N/A  
  
     21        Subsidiaries                                            47
  
     23.1      Consent of Coopers & Lybrand L.L.P.                     49
           
     24.1      Power of Attorney (included on signature page).
       
     27  Financial Data Schedule                                        50
       
       _________________________
       
  
    (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) Previously filed as an exhibit under the same exhibit number to the
    Company's Form 10-Q for the quarter ended August 31, 1995. 
                 
    (3) Previously filed as an exhibit under the same exhibit number to the
    Company's Registration Statement on S-8 (33-99434).
                 
  
  
  
  
  
  
  
                                 SIGNATURES
  
  
     Pursuant to the requirements 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:  December 26, 1996         SITEL Corporation
  
  
                                By:  /s/ Michael P. May 
                                Michael P. May
                                President
                                                            
                                  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
            
            
            
            
            
            
            
            EXHIBIT 27
            
       This Schedule contains summary financial information extracted from
  the consolidated condensed balance sheets and consolidated condensed
  statements of income found on pages F-3 and F-4 of the Company's Form 10-K
  for the year, and is qualified in its entirety by reference to such 
  financial statements.
  
         Period                               12-mos
         Fiscal Year End                                      May 31, 1996
         Period End                                           May 31, 1996
         Cash                                                 4,713,994
         Securities                                           42,569,744
         Receivables                                          28,744,997
         Allowances                                           673,241
         Inventory                                            0
         Current Assets                                       78,146,619
         PP&E                                                 18,048,692
         Depreciation                                         0
         Total Assets                                         116,496,327
         Current Liabilit                                     10,167,307
         Bonds                                                0
         Preferred-Mandatory                                  0
         Preferred                                            0
         Common                                               18,647
         Other SE                                             104,714,871
         Total Liability and Equity                           116,496,327
         Sales                                                140,258,707
         Total Revenues                                       140,258,707
         CGS                                                  126,689,068
         Total Costs                                          126,689,068
         Other Expenses                                       0
         Loss Provision                                       0
         Interest Expense                                     0
         Income Pretax                                        14,554,406
         Income Tax                                           5,188,383
         Income Continuing                                    9,366,023
         Discontinued                                         0
         Extraordinary                                        0
         Changes                                              0
         Net Income                                           9,366,023
         EPS - Primary                                        .43
         EPS Diluted                                          .43