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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K/A(Amendment No. 1)

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(Mark One)

xAnnual report pursuant to section 13 or 15(d)
of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2002

OR

oTransition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______________ to _______________

Commission File
Number 0-20807

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ICT GROUP, INC.

(Exact name of registrant as specified in its charter.)

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| | Pennsylvania(State or other jurisdiction ofincorporation or organization) |  | 23-2458937(I.R.S. EmployerIdentification No.) | 
| | ------------------------------------------------------------------------- |  | --------------------------------------------- | 

| | 100 Brandywine BoulevardNewtown, PA(Address of principal executive offices) |  | 18940(Zip Code) | 
| | --------------------------------------------------------------------------- |  | --------------- | 

Securities registered pursuant to Section 12(b) of the Act:None

| | Title of each class:None |  | Name of each exchange on which registered:None | 
| | ------------------------ |  | ---------------------------------------------- | 

Securities registered pursuant to Section 12(g) of the Act:Common Stock, par value
$.01

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 o

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. x

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2)YES x NO o

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2002 was approximately $104,424,000. Such aggregate market value was computed by
reference to the closing price of the Common Stock as reported on the National Market of The Nasdaq Stock Market on June 28, 2002. For purposes of this calculation only, the registrant has defined affiliates as including all directors and executive
officers. In making such calculation, registrant is not making a determination of the affiliate or non-affiliate status of any holders of shares of Common Stock.

The number of
shares of the registrants Common Stock outstanding as of March 14, 2003 was 12,393,950.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrants definitive Proxy Statement relating to the 2003 Annual Meeting of Shareholders are incorporated by reference into Part III hereof.

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Explanatory Note: This Amendment No. 1 to the Registrants Form 10-K is filed solely to update Item 15 to include exhibits 99.1 and 99.2. Recently, it came to the attention of the Registrant that the certifications required by
Section 302 of the Sarbanes-Oxley Act of 2002 inadvertently were included both following the signatures to this report, as originally filed, and as exhibits 99.1 and 99.2 thereto. This Amendment No. 1 is filed to replace such exhibits with the
certifications required by Section 906 of the Sarbanes-Oxley Act of 2002.

ICT GROUP, INC.

FORM 10-K ANNUAL REPORTFor Fiscal Year Ended December 31, 2002

TABLE OF CONTENTS



|         |  |                                                                  | Page
|-------- |  | ---------------------------------------------------------------- | ----
|PART IV  |  |                                                                  |     
|         |  |                                                                  |     
|Item 15. |  | Exhibits, financial statement schedules, and reports on Form 8-K | 1   
|         |  |                                                                  |     
|         |  | Signatures                                                       | 4   
|         |  |                                                                  |     
|         |  | Certifications                                                   | 5-6 
|         |  |                                                                  |     
|         |  | Exhibit Index                                                    | 7   

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PART IV

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

Financial Statements and Financial Statement Schedules

See Index to Financial Statements at page F-1 of this report, as originally filed.

Reports on Form
8-K

The Company did not file any reports on Form 8-K during the last quarter of the period covered by this report.

Exhibits

The following is a list of exhibits filed as part of this annual report on Form 10-K. Where
so indicated by footnote, exhibits which were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated parenthetically except for in those situations
where the exhibit number was the same as set forth below.



|3.1  | Amended and Restated Articles of Incorporation of the Company (Filed as Exhibit 3.1 to Amendment No. 2 to the Companys Registration
Statement on Form S-1 on June 4, 1996 (Registration No. 333-4150))                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                      
|3.2  | Amended and Restated Bylaws of the Company (Filed as Exhibit 3.2 to Amendment No. 2 to the CompanysRegistration
Statement on Form S-1 on June 4, 1996 (Registration No. 333-4150))                                                  
|     |                                                                                                                                                                                                                                      
|9.1  | Amended and Restated Voting Trust Agreement among John J. Brennan, Donald P. Brennan and the Company, dated October 16, 2000 (Filed as Exhibit
99.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2000)
|     |                                                                                                                                                                                                                                      
|10.1 | ICT Group, Inc. 1987 Stock Option Plan (Filed as Exhibit 10.1 to the Companys Registration Statement on Form S-1 on April 26, 1996
(Registration No. 333-4150))+                                                                    
|     |                                                                                                                                                                                                                                      
|10.2 | Amendment 1996-1 to the ICT Group, Inc. 1987 Stock Option Plan (Filed as Exhibit 10.1 to Amendment No. 2 to the Companys Registration
Statement on Form S-1 on June 4, 1996 (Registration No. 333-4150))+                           
|     |                                                                                                                                                                                                                                      
|10.3 | ICT Group, Inc. Equity Incentive Plan (Filed as Exhibit 10.2 to the Companys Registration Statement on Form S-1 on April 26, 1996
(Registration No. 333-4150))+                                                                     
|     |                                                                                                                                                                                                                                      
|10.4 | ICT Group, Inc. 1996 Equity Compensation Plan (Filed as Exhibit 10.3 to Amendment No. 2 to the Companys Registration Statement on Form
S-1 on June 4, 1996 (Registration No. 333-4150))+                                            
|     |                                                                                                                                                                                                                                      
|10.5 | ICT Group, Inc. 1996 Non-Employee Directors Plan (Filed as Exhibit 10.4 to Amendment No. 2 to the Companys Registration Statement on Form
S-1 on June 4, 1996 (Registration No. 333-4150))+                                         
|     |                                                                                                                                                                                                                                      
|10.6 | ICT Group, Inc. Non-Qualified Deferred Compensation Plan (Filed as Exhibit 10.19 to the Companys Annual Report on Form 10-K for the year
ended December 31,1999)+                                                                   

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|10.7  | Form of Voting Agreement between the Company and certain option holders (Filed as Exhibit 10.13 to the Companys Registration Statement on
Form S-1 on April 26, 1996 (Registration No. 333-4150))                                                                                                                                
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                   
|10.8  | Amended and Restated Shareholders Agreement among John J. Brennan, Donald P. Brennan, the Company and certain family trusts, dated October 16,
2000 (Filed as Exhibit 99.2 to the Companys Annual Report on Form 10-K for the year ended December 31, 2000)                                                                      
|      |                                                                                                                                                                                                                                                                                                                                   
|10.9  | Employment Agreement between John J. Brennan and the Company, dated May 8, 1996 (Filed as Exhibit 10.5 to Amendment No. 2 to the Companys
Registration Statement on Form S-1 on June 4, 1996 (Registration No. 333-4150))+                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                   
|10.10 | Employment Agreement between John L. Magee and the Company, dated April 1, 1987 (Filed as Exhibit 10.7 to the Companys Registration
Statement on Form S-1 on April 26, 1996 (Registration No. 333-4150))+                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                   
|10.11 | Employment Agreement between John D. Campbell and the Company, dated October 1, 1987 (Filed as Exhibit 10.8 to the Companys Registration
Statement on Form S-1 on April 26, 1996 (Registration No. 333-4150)+                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                   
|10.12 | Employment Agreement between Vincent A. Paccapaniccia and the Company, dated August 24, 1998 (Filed as Exhibit 10.14 to the Companys
Annual Report on Form 10-K for the year ended December 31, 1998)+                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                   
|10.13 | Employment Agreement between Timothy F. Kowalski and the Company, dated July 7, 1997 (Filed as Exhibit 10.17 to the Companys Annual
Report on Form 10-K for the year ended December 31, 1999)+                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                   
|10.14 | Amendment to Employment Agreement between Vincent A. Paccapaniccia and the Company, dated January 2, 2002 (Filed as Exhibit 10.14 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2001)+                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                   
|10.15 | Employment Agreement between Vincent M. Dadamo and the Company, dated May 29, 1999 (Filed as Exhibit 10.18 to the Companys Annual Report
on Form 10-K for the year ended December 31, 1999)+                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                   
|10.16 | Employment Agreement between Pam Goyke and the Company, dated September 11, 2000 (Filed as Exhibit 10.21 to the Companys Annual Report on
Form 10-K for the year ended December 31, 2000)+                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                   
|10.17 | Employment Agreement between Dean Kilpatrick and the Company, dated May 5, 1995 (Filed as Exhibit 10.22 to the Companys Annual Report on
Form 10-K for the year ended December 31, 2000)+                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                   
|10.18 | Amendment to Employment Agreement between Vincent M. Dadamo and the Company, dated January 2, 2002 (Filed as Exhibit 10.18 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2001)+                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                   
|10.19 | Credit Agreement dated as of April 25, 2001 among the Company, certain subsidiaries of the Company, Bank of America, N.A., Fleet National Bank,
Sovereign Bank, LaSalle Bank National Association, and Bank Leumi USA (Filed as Exhibit 99.1 to the Companys Quarterly Report on Form 10-Q for the quarter ending March 31, 2001)
|      |                                                                                                                                                                                                                                                                                                                                   
|10.20 | Lease Agreement between Brandywine Operating Partnership, L.P., dated January 23, 2001 (Filed as Exhibit 10.23 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2000)                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                   
|10.22 | Amendment to Employment Agreement between Dean Kilpatrick and the Company, January 2, 2002 (Filed as Exhibit 10.22 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2001)+                                                                                                                             

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|10.24  | Employment Agreement between Robert Mannarino and the Company, dated June 18, 2001 (Filed as Exhibit 10.24 to the Companys Annual Report
on Form 10-K for the year ended December 31, 2001)+      
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                    
|10.25  | Employment Agreement between John J. Brennan and the Company, dated August 1, 2002 (Filed as Exhibit 10.5 to the Companys Quarterly
Report on Form 10-Q for the quarter ended September 30, 2002)+
|       |                                                                                                                                                                                                    
|*10.26 | Employment Agreement between John L. Magee and the Company, dated August 1, 2002+                                                                                                                  
|       |                                                                                                                                                                                                    
|*10.27 | Amendment to Employment Agreement between Vincent A. Paccapaniccia and the Company, dated October 1, 2002+                                                                                         
|       |                                                                                                                                                                                                    
|*10.28 | Amendment to Employment Agreement between Vincent M. Dadamo and the Company, dated October 1, 2002+                                                                                                
|       |                                                                                                                                                                                                    
|*10.29 | Amendment to Employment Agreement between Pam Goyke and the Company, dated October 1, 2002+                                                                                                        
|       |                                                                                                                                                                                                    
|*10.30 | Amendment to Employment Agreement between Dean Kilpatrick and the Company, dated October 1, 2002+                                                                                                  
|       |                                                                                                                                                                                                    
|*10.31 | Employment Agreement between John Campbell and the Company, dated March 1, 2003+                                                                                                                   
|       |                                                                                                                                                                                                    
|*10.32 | Amendment to Employment Agreement between Timothy F. Kowalski and the Company, dated March 17, 2003+                                                                                               
|       |                                                                                                                                                                                                    
|*21    | List of Subsidiaries                                                                                                                                                                               
|       |                                                                                                                                                                                                    
|*23    | Consent of KPMG LLP                                                                                                                                                                                
|       |                                                                                                                                                                                                    
|99.1   | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                            
|       |                                                                                                                                                                                                    
|99.2   | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                            

______________

+Compensation plans and arrangements for executives and others.

*Previously filed.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this Amendment No. 1 to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        |  | ICT GROUP, INC.(Registrant)
|----------------------- |  | ---------------------------
|Dated:  August 27, 2003 |  | By:                        
|                        |  |                            
|                        |  |                            



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CERTIFICATION

I, John J. Brennan, certify that:

1.I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of ICT Group, Inc.; and

2.Based on my knowledge, this amendment does not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual
report.



|                       |  |  |                                                               
|---------------------- |  |  | --------------------------------------------------------------
|Date:  August 27, 2003 |  |  | /s/  JOHNJ. BRENNAN                                           
|                       |  |  |                                                               
|                       |  |  | John J. BrennanChairman, President and Chief Executive Officer

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CERTIFICATION



I, Vincent A. Paccapaniccia, certify that:

1.I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of ICT Group, Inc.; and

2.Based on my knowledge, this amendment does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.



|                       |  |  |                                                                                               
|---------------------- |  |  | ----------------------------------------------------------------------------------------------
|Date:  August 27, 2003 |  |  | /s/  VINCENTA. PACCAPANICCIA                                                                  
|                       |  |  |                                                                                               
|                       |  |  | Vincent A. PaccapanicciaExecutive Vice President, Corporate Finance andChief Financial Officer

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ICT GROUP, INC. AND SUBSIDIARIES

EXHIBIT INDEX



|Exhibit No. | Description                                                                                               
|----------- | ----------------------------------------------------------------------------------------------------------
|            |                                                                                                           
|*10.26      | Employment Agreement between John L. Magee and the Company, dated August 1, 2002+                         
|            |                                                                                                           
|*10.27      | Amendment to Employment Agreement between Vincent A. Paccapaniccia and the Company, dated October 1, 2002+
|            |                                                                                                           
|*10.28      | Amendment to Employment Agreement between Vincent M. Dadamo and the Company, dated October 1, 2002+       
|            |                                                                                                           
|*10.29      | Amendment to Employment Agreement between Pam Goyke and the Company, dated October 1, 2002+               
|            |                                                                                                           
|*10.30      | Amendment to Employment Agreement between Dean Kilpatrick and the Company, dated October 1, 2002+         
|            |                                                                                                           
|*10.31      | Employment Agreement between John Campbell and the Company, dated March 1, 2003+                          
|            |                                                                                                           
|*10.32      | Amendment to Employment Agreement between Timothy F. Kowalski and the Company, dated March 17, 2003+      
|            |                                                                                                           
|*21         | List of Subsidiaries                                                                                      
|            |                                                                                                           
|*23         | Consent of KPMG LLP                                                                                       
|            |                                                                                                           
|99.1        | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                  
|            |                                                                                                           
|99.2        | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                  

______________ * Previously filed.

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