United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 10-Q


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

For the period ended  September 29, 1996

                                       or

[  ]  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 0-26786

                             APAC TELESERVICES, INC.
             (Exact name of registrant as specified in its charter)

           Illinois                         36-2777140
 (State or other jurisdiction            (I.R.S. Employer
              of                        Identification No.)
       incorporation or
         organization)

   One Parkway North Center,
           Suite 510                           60015
      Deerfield, Illinois
     (Address of principal                  (Zip Code)
       executive office)

                                 (847) 945-0055
              (Registrant's telephone number, including area code)

                                     Not applicable
   (Former name, former address and former fiscal year, if changed since last
                                     report)

Indicate the number of shares outstanding of each of the issuer s classes of
common stock, as of the latest practicable date.

Common Shares, $0.01 Par Value-- 46,421,260 shares outstanding as of October 28,
1996.





                                      INDEX

                             APAC TELESERVICES, INC.


                                                      PAGE
 PART I.  FINANCIAL INFORMATION

 Item 1.  Financial Statements (Unaudited)

    Condensed Balance Sheets--September 29, 1996        3
 and December 31, 1995

    Condensed Statements of Income--Thirteen and
 Thirty-Nine Weeks Ended                                4
    September 29, 1996 and October 1, 1995

    Condensed Statements of  Cash Flows--Thirty-
 Nine Weeks Ended                                       5
    September 29, 1996 and October 1, 1995

    Notes to Condensed Financial Statements--          6-7
 September 29, 1996

 Item 2.  Management's Discussion and Analysis of
 Financial Condition and Results of Operations        8-10

 PART II.  OTHER INFORMATION

 Item 6.  Exhibits and Reports on Form 8-K             11

 SIGNATURES                                            11

 EXHIBITS                                             12-13


                         PART I.  FINANCIAL INFORMATION

                             APAC TELESERVICES, INC.

                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                   SEPTEMBER 29,        DECEMBER 31, 1995
                                                                        1996            (Audited, Note 1)
                            ASSETS                                  (Unaudited)
                                                                     (000's omitted, except share data)
 <S>                                                                    <C>                  <C>
 CURRENT ASSETS                                                                 
  Cash and cash equivalents                                                  $13               $4,186
  Short-term investments                                                   -                   26,000
  Accounts receivable, net                                                52,224               18,736
  Deferred preoperating costs                                                150                1,142
  Prepaid expenses                                                           937                  652
    Total Current Assets                                                  53,324               50,716
                                                                                
 PROPERTY, PLANT AND EQUIPMENT                                            67,886               32,105
 Less--Accumulated depreciation and amortization                         (14,999)              (8,489)
    Property, Plant and Equipment, Net                                    52,887               23,616
  Total Assets                                                          $106,211              $74,332
                                                                                
                        LIABILITIES AND                                         
                     SHAREHOLDERS' EQUITY
 CURRENT LIABILITIES                                                            
  Accounts and notes payable                                             $13,765               $3,068
  Income taxes payable                                                       758                1,263
  Other current liabilities                                               11,708               13,340
    Total Current Liabilities                                             26,231               17,671
                                                                                
 LONG-TERM DEBT, NET                                                       1,349                1,474
                                                                                
 DEFERRED INCOME TAXES                                                     1,910                2,480
                                                                                
 SHAREHOLDERS' EQUITY                                                           
  Preferred Shares, $0.01 par value; 50,000,000 shares                          
    authorized; none issued and outstanding

  Common Shares, $0.01 par value; 200,000,000                                   
    shares authorized, 46,412,000 shares issued and                             
    outstanding at September 29, 1996; 100,000,000                              
    shares authorized, 46,200,000 shares issued and                             
    outstanding at December 31, 1995                                         464                  462
  Other shareholders' equity                                              76,257               52,245
    Total Shareholders' Equity                                            76,721               52,707
  Total Liabilities and Shareholders' Equity                            $106,211              $74,332


See Notes to Condensed Financial Statements.

</TABLE>


                             APAC TELESERVICES, INC.

                         CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                           THIRTEEN WEEKS ENDED                    THIRTY-NINE WEEKS ENDED
                                   SEPTEMBER 29,          OCTOBER 1,         SEPTEMBER 29,          OCTOBER 1,
                                        1996                 1995                 1996                 1995
                                                     (000's omitted, except for per share data)

<S>                                       <C>                  <C>               <C>                     <C>
Net revenue                               $75,361              $24,143           $188,604                $64,785
                                                                                           
Operating expenses:                                                                        
Cost of services                           52,372               17,437              132,547               44,627
Selling, general and                                                                       
  administrative expenses                   8,979                4,209               22,762               11,601
Total operating expenses                   61,351               21,646              155,309               56,228
Income from operations                     14,010                2,497               33,295                8,557
Interest income (expense), net                (39)                (266)                 240                 (828)
Income before income taxes                 13,971                2,231               33,535                7,729
Income taxes                                5,351                 -                  13,079                -    
Net income                                 $8,620               $2,231              $20,456               $7,729
                                                                                           
Pro forma income data:                                                                     
Net income as reported                                          $2,231                                    $7,729
Pro forma adjustment to                                                                    
  recognize C corporation                                             
  income taxes                                                    (877)                                   (3,030)
Pro forma net income                                            $1,354                                    $4,699
                                                                      
Net income per share:                            
 Net income as reported                     $0.18                $0.05               $0.43                 $0.19
Pro forma adjustment                       -                     (0.02)             -                      (0.07)
Net income as adjusted                      $0.18                $0.03               $0.43                 $0.12
                                                                                           
Weighted average number of                                                                
  shares outstanding                       48,116               40,086              47,815                40,086

                                                                                           


See Notes to Condensed Financial Statements.

</TABLE>

                             APAC TELESERVICES, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                      THIRTY-NINE WEEKS ENDED
                                    SEPTEMBER 29,     OCTOBER 1,
                                       1996             1995
                                           (000's omitted)

 <S>                                    <C>            <C>
 OPERATING ACTIVITIES
  Net income                            $20,456         $7,729
  Depreciation and amortization           7,556          2,823
  Deferred income taxes                  (1,060)          -     
  Change in operating assets and        
    liabilities			                      (27,427)           765
    Net Cash Provided (Used) by            
 Operations                                (475)        11,317

 INVESTING ACTIVITIES
  Sales of short-term investments        26,000            -     
  Purchases of property, plant          
    and equipment, net                  (35,781)       (12,099)
    Net Cash Used by Investing 
      Activities                         (9,781)       (12,099)
 
 FINANCING ACTIVITIES
  Proceeds from refinanced                 
    credit facilities                      -            11,788
  Retirement of credit facilities          -           (11,788)
  Proceeds from long-term debt             -             6,874
  Payments on long-term debt               (776)        (1,981)
  Increase (decrease) in book overdraft   6,110         (1,210)
  Exercise of employee stock options      1,498          -    
  Tax benefit from employee                    
    stock options excercised              2,060          -    
  S corporation distributions            (2,809)        (2,565)
    Net Cash Provided by                  6,083          1,118
 Financing Activities

 NET INCREASE (DECREASE) IN                   
   CASH AND CASH EQUIVALENTS            ($4,173)          $336
     


See Notes to Condensed Financial Statements.

</TABLE>


                             APAC TELESERVICES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 29, 1996
                                   (UNAUDITED)

NOTE 1--BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and the instructions to Form 10-Q and Article 10 of Regulation S-X. 
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements. 
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. 
Operating results for the thirteen and thirty-nine week periods ended September
29, 1996, are not necessarily indicative of the results that may be expected for
the fiscal year ending December 29, 1996.  The Balance Sheet at December 31,
1995, has been derived from the audited financial statements at that date but
does not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.  For
additional information, refer to financial statements and footnotes thereto
included in the annual report on Form 10-K for the year ended December 31, 1995.

NOTE 2--INCOME TAXES

Prior to its initial public offering completed on October 16, 1995, the Company
had elected to be treated for Federal and certain state income tax purposes as
an S corporation.  As a result, earnings of the Company prior to the initial
public offering have been taxed directly to the shareholders of the Company,
rather than to the Company.  The pro forma income data in the Statements of
Income provides information as if the Company had been treated as a C
corporation for income tax purposes for the thirteen and thirty-nine week
periods ended October 1, 1995.

NOTE 3--SHAREHOLDERS' EQUITY AND EARNINGS PER SHARE

Net income per share amounts are computed based upon the weighted average number
of common shares and common share equivalents outstanding during each of the
periods presented.  Shareholders' equity and per share data have been adjusted
for all periods presented to reflect a two-for-one stock split in the form of a
stock dividend paid on May 15, 1996.

NOTE 4--RELATED PARTY TRANSACTIONS

As of December 31, 1995, the Company had accrued dividends of $2.8 million based
upon the undistributed taxable income attributable to the Company's tax status
as an S corporation prior to the initial public offering.  These dividends were
paid in 1996 to the Company's S Corporation shareholders of record prior to its
initial public offering when the Company finalized its corporate income tax
returns.

In January, 1996, the Company hired The Shechtman Group, a management consulting
firm, to provide various human resource consulting services.  The Chief
Executive Officer and Managing Director of  The Shechtman Group is also a
director of the Company.  As of September 29, 1996, the Company has incurred
consulting expenses of approximately $635,000 relating to the services provided
by The Shechtman Group.  These consulting expenses are classified under selling,
general and administrative expenses for the thirteen and thirty-nine week
periods ended September 29, 1996.

In February 1996, several shareholders of the Company sold an aggregate of
6,770,000 Common Shares in an underwritten public offering pursuant to a
registration rights agreement which was entered into by the Company and such
shareholders prior to the Company's initial public offering.  The offering
costs, totaling approximately $360,000, were paid by the Company and have been
classified under selling, general and administrative expenses for the thirty-
nine week period ended September 29, 1996.  The Company did not receive any
proceeds from the sale of these Common Shares.

NOTE 5--SUBSEQUENT EVENT

In November 1996, several shareholders of the Company sold an aggregate of
4,600,000 Common Shares in an underwritten public offering.  For additional
information, refer to Amendment No. 2 to Form S-3 Registration Statement dated
November 1, 1996.


                             APAC TELESERVICES, INC.

                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

APAC provides telephone-based sales, marketing and customer management services.
The Company has two primary service offerings.  Sales Solutions provides
outbound sales support to consumers and businesses, database analysis and
management, market research, targeted marketing plan development and customer
lead generation, acquisition and retention.  Service Solutions provides inbound
customer service, direct mail response,  help  line support and catalog order
processing.

APAC's results of operations in any single interim period should not be viewed
as an indication of future results of operations.  The Company may experience
quarterly variations in net revenue and operating income as a result of the
timing of clients' marketing campaigns and customer service programs, the timing
of additional selling, general and administrative expenses to acquire and
support such new business and changes in the Company's revenue mix among its
various service offerings.  While the effects of seasonality on APAC's business
have been obscured by its growing net revenue, the Company's business tends to
be slower in the first and third quarter of its fiscal year due to client
marketing programs which are typically slower in the post-holiday and summer
months.

The following table sets forth income statement and other data as a percentage
of net revenue from services provided by the Company for the thirteen and
thirty-nine week periods ended September 29, 1996 and October 1, 1995.

<TABLE>
<CAPTION>
                                             THIRTEEN WEEKS ENDED               THIRTY-NINE WEEKS ENDED
                                        SEPTEMBER 29,       OCTOBER 1,       SEPTEMBER 29,       OCTOBER 1,
                                             1996              1995               1996              1995

 <S>                                    <C>                <C>               <C>               <C>
 Net revenue:
    Sales Solutions                     51.2%               72.2%           53.4%               76.9%
    Service Solutions                   48.8                27.8            46.6                23.1
       Total net revenue               100.0               100.0           100.0               100.0
                                        
 Operating expenses:
    Cost of services                    69.5                72.2            70.3                68.9
    Selling, general and 
    administrative expenses             11.9                17.5            12.1                17.9
        Total operating expenses        81.4                89.7            82.4                86.8
    Income from operations              18.6                10.3            17.6                13.2
 Interest income (expense), net         (0.1)               (1.1)           0.1                 (1.3)
     Income before income taxes         18.5                9.2             17.7                11.9
 Actual/proforma income taxes            7.1                 3.6             6.9                 4.7
    Net income                          11.4%               5.6%            10.8%               7.2%

</TABLE>

RESULTS OF OPERATIONS

Net revenue increased 212.1% in the third quarter of 1996 to $75.4 million, up
$51.2 million over the third quarter of 1995.  For the first nine months net
revenue of $188.6 million was 191.1% higher than the same period in 1995. 
Approximately fifty percent of the revenue growth is attributed to Service
Solutions revenue from the commencement of a four year contract to operate and
manage four United Parcel Services' (UPS) customer service facilities.  As a
result of this growth, Service Solutions represents 46.6% of the Company's net
revenue in 1996 as compared to 23.1% in 1995.  The remaining increase in net
revenue was due to higher Sales Solutions call volume from existing clients and
the additions of new clients from within the telecommunications industry.

Cost of services as a percentage of net revenue decreased from 72.2% in the
third quarter of 1995 to 69.5% in the third quarter of 1996.  The decrease in
cost of services as a percentage of net revenue was due to nonrecurring costs
associated with the start up of new UPS business which were incurred in the
third quarter of 1995, but not in 1996.  For the first nine months cost of
services as a percentage of net revenue was 70.3% as compared to 68.9% in the
same period in 1995.  The increase in the cost of services reflects the shift in
service mix to UPS.  The UPS business has no facilities and telecommunications
costs as they are provided by UPS, and therefore, a lower gross margin compared
to the Company's other service offerings.  Recruiting, training and facility
costs incurred in advance of full-scale operations on the start up of twenty-one
new Sales Solutions calling centers during the first half of 1996 also
contributed to the higher service costs.

Selling, general and administrative expenses increased 113.3% in the third
quarter of 1996 to $9.0 million, up $4.8 million over the third quarter of 1995.
For the first nine months selling, general and administrative expenses of $22.8
million were 96.2% higher than in the same period in 1995.  Approximately
seventy-five percent of the growth in overhead was due to investments in systems
and management to support the Company's increased revenue base, with the balance
due primarily to expenses associated with the new UPS business.  Selling,
general and administrative expenses as a percentage of revenue have continued to
decline as a result of economies of scale associated with spreading fixed and
semi-variable costs over a larger revenue base.  Selling, general and
administrative expenses as a percentage of net revenue were approximately 12%
for the three- and nine-month periods ended September 29, 1996 as compared to
17.5% for the third quarter of 1995 and 17.9% for the first nine months of 1995.

The Company generated $0.2 million in net interest income for the nine months
ended September 29, 1996 compared to $0.8 million of net interest expense for
the first nine months of 1995.  This change resulted from income earned on
short-term investments in 1996 and the reduction of average outstanding
borrowings as a result of debt retired in 1995 with cash raised from the initial
public offering of the Company's stock in October 1995.

The $5.4 million and $13.1 million provisions for income taxes recognized in the
three- and nine-month periods ended September 29, 1996 are based upon the
Company's estimated effective tax rate.  The Company reduced its annual
effective tax rate in the third quarter by 0.5% to 39% due to changes in state
taxes payable.  This change resulted in an effective tax rate of 38.3% for the
third quarter.  Prior to the initial public offering of the Company's stock, the
Company included its income and expenses with those of its shareholders for
Federal and certain state income tax purposes (an S corporation election).   The
pro forma  tax rate of 39.2% in 1995 reflects Federal taxes at the statutory
rate of 35% plus state taxes net of Federal benefit and state job creation
credits.

LIQUIDITY AND CAPITAL RESOURCES
In June  1996, the Company entered  into new unsecured credit  facilities with a
group of  three banks.   These facilities consist  of a $20.0  million committed
revolving  credit facility and a  $20.0 million revolving  credit facility which
may  be converted into  a term loan.   The  credit facilities are  available for
general working  capital purposes and capital expenditures.  As of September 29,
1996, no amounts were outstanding under the credit facilities.

During  the first  nine months  of 1996,  operations used  $0.5 million  in cash
compared to $11.3 million in cash  provided by operations in the same period  in
1995.  Although net income for the first nine  months of 1996 increased by $12.7
million or 164.7% when compared to  1995, cash provided by operations  decreased
by  $11.8 million due to  higher accounts receivable  balances generated through
larger sales volumes and extended billing cycles with several new  clients.  The
Company also has invested $35.8 million  in capital expenditures in 1996.  Funds
for  operating  needs and  capital to  add  approximately 2,000  workstations in
twenty-one new call  centers opened in the first  six months of 1996,  and 1,575
workstations in three call  centers under construction during the  third quarter
were provided  by cash and cash equivalent balances of $4.2 million and proceeds
from  the sale of $26.0 million in  short-term investments.  The Company intends
to use  funds generated  by  future operations  and available  credit under  its
credit facilities to meet normal operating needs as well as fund planned capital
expenditures of approximately $17.0 million for the remainder of 1996.



                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   The following documents are furnished as exhibits and numbered pursuant to
Item  601 of Regulation  S-K:   Exhibit (11)  -- Statement  Re:   Computation of
Earnings Per Share  on page 12  and Exhibit (27)  -- Financial Data  Schedule on
page 13.

(b)   The registrant was  not required to  file any reports on  Form 8-K for the
thirteen week period ended September 29, 1996.



                                   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, hereunto duly authorized.




                                        APAC TELESERVICES, INC.



 Date:   November 12, 1996              By: /s/ Theodore G. Schwartz
                                            Chairman, President and
                                            Chief Executive Officer

 Date:   November 12, 1996              By: /s/ Marc S. Simon
                                            Chief Financial Officer