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 quarterly period ended June 30, 2000

                                                        or

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

                                     For the transition period _____ to ______

                         Commission File Number 1-12577

                                SITEL CORPORATION
             (Exact name of registrant as specified in its charter)

          MINNESOTA                                     47-0684333
(State or jurisdiction of                   (I.R.S. Employer Identification No.)
 incorporation or organization)


                      111 SOUTH CALVERT STREET - SUITE 1900
                            BALTIMORE, MARYLAND 21202
                                 (410) 246-1505

          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

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

As of July  31,  2000,  the  Company  had  71,778,193  shares  of  Common  Stock
outstanding.


<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements

     Consolidated Condensed Balance Sheets.....................................1

     Consolidated Condensed Statements of Income (Loss)........................2

     Consolidated Condensed Statements of Cash Flows...........................3

     Notes to Consolidated Condensed Financial Statements......................4

Item 2. Management's Discussion and Analysis of Results
        of Operations and Financial Condition.................................14

Item 3. Quantitative and Qualitative Disclosures about Market Risk............20

PART II -- OTHER INFORMATION

Item 2. Changes in Securities.................................................21

Item 4. Submission of Matters to a Vote of Security Holders...................21

Item 5. Other Information.....................................................21

Item 6. Exhibits and Reports on Form 8-K......................................22

Signature.....................................................................23
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                       JUNE 30, 2000 AND DECEMBER 31, 1999
                    (dollars in thousands, except share data)
<TABLE>
<CAPTION>
                                                                               JUNE 30,        DECEMBER 31,
                                                                                 2000             1999
                                                                            --------------   ---------------
                                  ASSETS                                      (UNAUDITED)
Current assets:
<S>                                                                         <C>              <C>
     Cash and cash equivalents                                              $      13,594    $      22,305
     Trade accounts receivable (net of allowance for doubtful accounts of
         $5,246 and $5,622 in 2000 and 1999, respectively)                        155,394          164,473
     Prepaid expenses                                                               8,461            7,997
     Deferred income taxes                                                            787            1,950
     Other current assets                                                           7,339            7,825
                                                                            -------------    -------------
               Total current assets                                               185,575          204,550

Property and equipment, net                                                       105,606          118,349
Goodwill, net                                                                      80,880           85,258
Deferred income taxes                                                              16,738           15,649
Other assets                                                                        8,158            8,440
                                                                            -------------    -------------
               Total assets                                                 $     396,957    $     432,246
                                                                            =============    =============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Notes payable                                                          $          --    $       7,337
     Current portion of long-term debt                                              7,019            2,838
     Current portion of capitalized lease obligations                               3,461            4,308
     Trade accounts payable                                                        30,110           37,592
     Income taxes payable                                                           6,553            7,135
     Accrued wages, salaries and bonuses                                           26,071           19,893
     Accrued operating expenses                                                    31,071           28,922
     Deferred revenue and other                                                     7,365            9,141
     Deferred income taxes                                                          1,270               --
                                                                            -------------    -------------
               Total current liabilities                                          112,920          117,166
Long-term debt, excluding current portion                                         103,540          136,077
Capitalized lease obligations, excluding current portion                           10,429           12,253
Deferred compensation                                                               2,268            1,905
Minority interest                                                                   4,708            4,147
Stockholders' equity:
     Common stock, voting, $.001 par value 200,000,000 shares authorized,
        71,722,048 and 68,170,828 shares issued and outstanding,
        in 2000 and 1999, respectively                                                 72               68
     Paid-in capital                                                              168,489          165,870
     Accumulated other comprehensive loss                                         (18,430)         (12,757)
     Retained earnings                                                             12,961            7,517
                                                                            -------------    -------------
               Total stockholders' equity                                         163,092          160,698
                                                                            -------------    -------------
               Total liabilities and stockholders' equity                   $     396,957    $     432,246
                                                                            =============    =============
</TABLE>
The  accompanying  notes  are an  integral  part of the  consolidated  condensed
financial statements.

                                       1
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
               CONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                  FOR THE THREE                    FOR THE SIX
                                                                   MONTHS ENDED                    MONTHS ENDED
                                                             JUNE 30,       JUNE 30,          JUNE 30,      JUNE 30,
                                                               2000           1999              2000          1999
                                                            ------------   ------------     -------------  ------------
<S>                                                      <C>            <C>               <C>            <C>
Revenues                                                 $      193,805 $      177,996    $      392,416 $     342,181
Operating expenses:
     Cost of services                                           105,305         95,343           215,292       183,808
     Selling, general and administrative expenses                77,074         77,989           156,446       152,371
     Asset impairment and restructuring expenses                  3,520             --             3,520            --
                                                            ------------   ------------     -------------  ------------
                Total operating expense                         185,899        173,332           375,258       336,179
                                                            ------------   ------------     -------------  ------------
                Operating income                                  7,906          4,664            17,158         6,002

Other income (expense):
     Interest expense, net                                       (3,166)        (2,994)           (6,602)       (6,150)
     Other income (expense), net                                   (132)            57              (198)          120
                                                            ------------   ------------     -------------  ------------
                Income (loss) before income taxes
                    and minority interest                         4,608          1,727            10,358           (28)

Income tax expense                                                1,981          1,086             4,455           883
Minority interest                                                   201            133               459            64
                                                            ------------   ------------     -------------  ------------
                Net income (loss)                        $        2,426 $          508    $        5,444 $        (975)
                                                            ============   ============     =============  ============
Income (loss) per common share:
     Basic                                               $         0.03 $         0.01    $         0.08 $       (0.01)
     Diluted                                             $         0.03 $         0.01    $         0.07 $       (0.01)

Weighted average common shares outstanding:
     Basic                                                       71,246         65,917            70,209        65,383
     Diluted                                                     75,415         72,197            75,599        65,383

The accompanying notes are an integral part of the consolidated condensed financial statements
</TABLE>
                                        2
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                 FOR SIX MONTHS ENDED
                                                                               JUNE 30,          JUNE 30,
                                                                                 2000              1999
                                                                             -------------     -------------
<S>                                                                        <C>               <C>
Net income (loss)                                                          $        5,444    $         (975)
Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
         Depreciation and amortization                                             22,858            22,448
         Asset impairment and restructuring expenses                                3,520                --
         Change in assets and liabilities:
            Trade accounts receivable                                               4,607           (18,267)
            Other assets                                                              401            (3,082)
            Trade accounts payable                                                 (6,381)           (1,115)
            Other liabilities                                                       6,280            24,007
                                                                             -------------     -------------
                Net cash provided by operating activities                          36,729            23,016
                                                                             -------------     -------------

Cash flows from investing activities:
     Purchases of property and equipment                                          (12,603)          (19,784)
     Proceeds from sale of property and equipment                                      37                --
                                                                             -------------     -------------
                Net cash used in investing activities                             (12,566)          (19,784)
                                                                             -------------     -------------

Cash flows from financing activities:
     Borrowings on notes payable                                                       --             3,296
     Repayments of notes payable                                                  (10,756)          (11,266)
     Borrowings on long-term debt                                                   9,108            18,935
     Repayment of long-term debt and capitalized lease obligations                (35,311)          (14,668)
     Common stock issued, net of expenses                                           2,638                --
     Other                                                                            (15)              (27)
                                                                             -------------     -------------
                Net cash used in financing activities                             (34,336)           (3,730)

Effect of exchange rates on cash                                                    1,462             2,261
                                                                             -------------     -------------
                Net increase (decrease) in cash                                    (8,711)            1,763

Cash and cash equivalents, beginning of period                                     22,305            14,472
                                                                             -------------     -------------
Cash and cash equivalents, end of period                                   $       13,594    $       16,235
                                                                             =============     =============
</TABLE>
The  accompanying  notes  are an  integral  part of the  consolidated  condensed
financial statements.

                                       3

<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION:

The consolidated  condensed  balance sheet of SITEL Corporation and Subsidiaries
(the  "Company") at December 31, 1999 was obtained  from the  Company's  audited
balance sheet as of that date. All other financial  statements  contained herein
are  unaudited  and,  in the  opinion of  management,  contain  all  adjustments
necessary for a fair presentation of the financial position,  operating results,
and cash flows for the  periods  presented.  Such  adjustments  consist  only of
normal recurring items. The consolidated  condensed financial  statements should
be read in  conjunction  with the  consolidated  financial  statements and notes
thereto,  together  with  management's  discussion  and  analysis  of  financial
condition and results of  operations,  contained in the Company's  Form 10-K for
the year ended December 31, 1999.

2. COMPREHENSIVE INCOME (LOSS):

The Company's  comprehensive income (loss) was $112,000 and ($2,613,000) for the
three month periods ended June 30, 2000 and 1999,  respectively,  and ($229,000)
and  ($9,174,000)  for the six  month  periods  ended  June 30,  2000 and  1999,
respectively.  The difference  between the Company's  reported net income (loss)
and  comprehensive  income  (loss) for those periods is due to the impact of the
change  in  currency  exchange  rates  on  the  translation  of the  assets  and
liabilities  of  the  Company's  foreign  subsidiaries.  The  accumulated  other
comprehensive  loss included in the  Company's  Consolidated  Condensed  Balance
Sheet at June  30,  2000  and  December  31,  1999 is the  accumulated  currency
exchange adjustment.

3. ASSET IMPAIRMENT AND RESTRUCTURING EXPENSE:

In May 2000, the Company formed a strategic partnership with Bellsystem24, Inc.,
Japan's  largest  comprehensive   marketing  agency.  Under  the  terms  of  the
partnership,  Bellsystem24  will provide  services and support for the Company's
clients  in  Japan  and the  Company  will  provide  services  and  support  for
Bellsystem24's clients in the United States. In connection with the formation of
the  partnership,   the  Company   restructured  its  operations  in  Japan  and
transferred  its  existing  Japanese  business  to  Bellsystem24.  In the second
quarter,  the Company recorded a $3.5 million asset impairment and restructuring
charge,   or  $2.0  million  net  of  tax,   related  to  the  transaction  with
Bellsystem24.  The restructuring charge included a $3.3 million loss on the sale
of assets and transfer of its business  and  estimated  severance of $.2 million
for 12 employees.

4. MULTI-CURRENCY REVOLVING CREDIT FACILITY

On April 11, 2000, the Company  secured a $75 million  five-year  senior secured
credit facility with lender pre-approval to increase the size of the facility to
$100 million. Under the terms of this agreement,  the Company may borrow in U.S.
dollars,  British  pounds  sterling and euros,  thereby  allowing the Company to
consolidate  its U.S.  and  European  bank lines  into a single  multi-borrower,
multi-currency  facility. In connection with securing this facility, the Company
terminated its existing $50 million  long-term credit facility and various lines
of credit which were used to fund local  operations in British  pounds  sterling
and euros. The funds available under the new facility are approximately equal to
the total of the funds available under the facilities which were terminated.  At
June 30,  2000,  the unused line of credit  relating to this  facility was $65.4
million.

                                                                     (Continued)
                                       4
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

5. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION:

The  Company's  9.25%  Senior  Subordinated  Notes  are  guaranteed,  on a full,
unconditional  and joint and several basis,  by  substantially  all wholly owned
domestic  subsidiaries  of the Company.  Separate  financial  statements  of the
guarantor  subsidiaries are not presented because management has determined that
they would not be  material  to  investors.  However,  the  following  condensed
consolidating information presents:

     (1)  Condensed  consolidating  financial statements as of December 31, 1999
          and June 30,  2000,  and for the three and six  months  ended June 30,
          1999 and 2000 of (a) SITEL Corporation,  the parent, (b) the guarantor
          subsidiaries,   (c)  the  nonguarantor   subsidiaries  and  (d)  SITEL
          Corporation on a consolidated basis;

     (2)  SITEL   Corporation,   the  parent,   with  the   investments  in  all
          subsidiaries  accounted  for on the equity  method,  and the guarantor
          subsidiaries with the nonguarantor  subsidiaries  accounted for on the
          equity method (one of the guarantor  subsidiaries is the parent of the
          non-guarantor subsidiaries); and

     (3)  Elimination  entries necessary to consolidate SITEL  Corporation,  the
          parent, with all subsidiaries.

                                       5
                                                                     (Continued)
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

5.   SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):

                      CONDENSED CONSOLIDATING BALANCE SHEET
                                DECEMBER 31, 1999
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                             GUARANTOR     NONGUARANTOR
                                            PARENT          SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                            ------          ------------   ------------    ------------    ------------
                    ASSETS

Current assets:
<S>                                     <C>              <C>            <C>             <C>             <C>
     Cash and cash equivalents          $       7,477    $     2,102    $     12,726    $         --    $         22,305
     Trade accounts receivable, net           120,500          4,310          85,204         (45,541)            164,473
     Prepaid expenses and other
         current assets                         4,024             (7)         13,755              --              17,772
                                          ------------     ----------     -----------     -----------     ---------------
                Total current assets          132,001          6,405         111,685         (45,541)            204,550

Property and equipment, net                    51,231          3,793          63,325              --             118,349
Goodwill, net                                  21,564             --          63,694              --              85,258
Deferred income taxes                           8,111             --           7,538              --              15,649
Other assets                                    7,945             89             406              --               8,440
Investments in subsidiaries                   113,151         84,945              --        (198,096)                 --
Notes receivable, intercompany                     --         20,259              --         (20,259)                 --
                                          ------------     ----------     -----------     -----------     ---------------
                Total assets            $     334,003    $   115,491    $    246,648    $   (263,896)   $        432,246
                                          ============     ==========     ===========     ===========     ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Notes payable                      $          --    $        --    $      7,337    $         --    $          7,337
     Current portion of long-term debt            695             --           2,143              --               2,838
     Current portion of capitalized
         lease obligations                      1,496             48           2,764              --               4,308
     Trade accounts payable                    12,143          1,085          69,905         (45,541)             37,592
     Accrued expenses and other
         current liabilities                   22,555          1,207          41,329              --              65,091
                                          ------------     ----------     -----------     -----------     ---------------
                Total current liabilities      36,889          2,340         123,478         (45,541)            117,166
                                          ------------     ----------     -----------     -----------     ---------------
Long-term debt, excluding
     current portion                          130,000             --           6,077              --             136,077
Capitalized lease obligations,
     excluding current portion                  4,511             --           7,742              --              12,253
Notes payable, intercompany                        --             --          20,259         (20,259)                 --
Deferred compensation                           1,905             --              --              --               1,905

Minority interest                                  --             --           4,147              --               4,147

Stockholders' equity                          160,698        113,151          84,945        (198,096)            160,698
                                          ------------     ----------     -----------     -----------     ---------------
                Total liabilities and
                    stockholders'
                    equity              $     334,003    $   115,491    $    246,648    $   (263,896)   $        432,246
                                          ============     ==========     ===========     ===========     ===============
</TABLE>
                                       6
                                                                     (Continued)
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

5.   SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):

                      CONDENSED CONSOLIDATING BALANCE SHEET
                                  JUNE 30, 2000
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                         GUARANTOR       NONGUARANTOR
                                          PARENT         SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                          ------         ------------    ------------    ------------    ------------
  ASSETS
Current assets:
<S>                                  <C>              <C>             <C>             <C>             <C>
    Cash and cash equivalents        $         (918)  $       3,403   $      11,109   $               $         13,594
    Trade accounts receivable, net          119,629           2,625          83,687          (50,547)          155,394
    Prepaid expenses and other
      current assets                          3,490              54          13,043                             16,587
                                       -------------    ------------    ------------    -------------   ---------------
           Total current assets             122,201           6,082         107,839          (50,547)          185,575

Property and equipment, net                  45,286           3,057          57,263                            105,606
Goodwill, net                                21,068              --          59,812                             80,880
Deferred income taxes                        10,090              --           6,648                             16,738
Other assets                                  7,579              87             492                              8,158
Investments in subsidiaries                 107,815          81,727              --         (189,542)               --
Notes receivable, intercompany                   --          19,830              --          (19,830)               --
                                       -------------    ------------    ------------    -------------   ---------------
           Total assets              $      314,039   $     110,783  $      232,054  $      (259,919) $        396,957
                                       =============    ============    ============    =============   ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term
      debt                                       --              --           7,019                              7,019
    Current portion of capitalized
      lease obligations                       2,257              20           1,184                              3,461
    Trade accounts payable                   11,031           1,222          68,404          (50,547)           30,110
    Accrued expenses and other
      current liabilities                    29,015           1,726          41,589                             72,330
                                       -------------    ------------    ------------    -------------   ---------------
           Total current liabilities         42,303           2,968         118,196          (50,547)          112,920

Long-term debt, excluding current
    portion                                 103,000              --             540                            103,540
Capitalized lease obligations,
    excluding current portion                 3,376              --           7,053                             10,429
Notes payable, intercompany
    and other                                    --              --          19,830          (19,830)               --
Deferred compensation                         2,268              --              --                              2,268

Minority interest                                --              --           4,708                              4,708

Stockholders' equity                        163,092         107,815          81,727         (189,542)          163,092
                                       -------------    ------------    ------------    -------------   ---------------
           Total liabilities and
             stockholders' equity    $      314,039   $     110,783   $     232,054   $     (259,919) $        396,957
                                       =============    ============    ============    =============   ===============
</TABLE>
                                       7
                                                                     (Continued)
<PAGE>

                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

5.   SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):
<TABLE>
<CAPTION>
                                 CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
                                      FOR THE THREE MONTHS ENDED JUNE 30, 1999
                                                   (IN THOUSANDS)

                                                        GUARANTOR       NONGUARANTOR
                                          PARENT        SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                          ------        ------------    ------------    ------------    ------------
<S>                                  <C>             <C>             <C>             <C>             <C>
Revenues                             $       41,084  $       50,968  $       85,944  $           --  $        177,996
                                       -------------   -------------   -------------   -------------   ---------------
Operating expenses:
    Cost of services                         17,575          29,841          47,927              --            95,343
    Selling, general and administrative
      expenses                               23,268          15,859          38,862              --            77,989
                                       -------------   -------------   -------------   -------------   ---------------
           Total operating expenses          40,843          45,700          86,789              --           173,332
                                       -------------   -------------   -------------   -------------   ---------------
           Operating income (loss)              241           5,268            (845)             --             4,664

Other income (expense):
    Equity in earnings (losses) of
      subsidiaries, net of tax                1,999          (1,700)             --            (299)               --
    Intercompany charges                         48             438            (486)             --                --
    Interest expense, net                    (2,506)            (16)           (472)             --            (2,994)
    Other income (expense), net                  93              --             (36)             --                57
                                       -------------   -------------   -------------   -------------   ---------------
           Total other income
             (expense)                         (366)         (1,278)           (994)           (299)           (2,937)
                                       -------------   -------------   -------------   -------------   ---------------

           Income (loss) before
             income taxes and
             minority interest                 (125)          3,990          (1,839)           (299)            1,727

Income tax expense (benefit)                   (633)          1,991            (272)             --             1,086
Minority interest                                --              --             133              --               133
                                       -------------   -------------   -------------   -------------   ---------------
           Net income (loss)         $          508  $        1,999  $       (1,700) $         (299) $            508
                                       =============   =============   =============   =============   ===============
</TABLE>
                                       8
                                                                     (Continued)

<PAGE>

                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

5.   SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):
<TABLE>
<CAPTION>
               CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
                    FOR THE THREE MONTHS ENDED JUNE 30, 2000
                                 (IN THOUSANDS)

                                                        GUARANTOR       NONGUARANTOR
                                          PARENT        SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                          ------        ------------    ------------    ------------    ------------
<S>                                  <C>             <C>             <C>             <C>             <C>
Revenues                             $       99,790  $        8,533  $       85,807  $         (325) $        193,805
                                       -------------   -------------   -------------   -------------   ---------------
Operating expenses:
    Cost of services                         52,440           4,629          48,236                           105,305
    Selling, general and administrative
      expenses                               42,095           2,622          32,682            (325)           77,074
    Asset impairment and
      restructuring expenses                  2,019              --           1,501                             3,520
                                       -------------   -------------   -------------   -------------   ---------------
           Total operating expenses          96,554           7,251          82,419            (325)          185,899
                                       -------------   -------------   -------------   -------------   ---------------
           Operating income                   3,236           1,282           3,388              --             7,906

Other income (expense):
    Equity in earnings (losses) of
      subsidiaries, net of tax                2,564           1,355                          (3,919)               --
    Intercompany charges                         --             568            (568)                               --
    Interest expense, net                    (2,851)              9            (324)                           (3,166)
    Other income (expense), net                 (70)             --             (62)                             (132)
                                       -------------   -------------   -------------   -------------   ---------------
           Total other income
             (expense)                         (357)          1,932            (954)         (3,919)           (3,298)
                                       -------------   -------------   -------------   -------------   ---------------
           Income (loss) before
             income taxes and
             minority interest                2,879           3,214           2,434          (3,919)            4,608

Income tax expense                              453             650             878                             1,981
Minority interest                                --              --             201                               201
                                       -------------   -------------   -------------   -------------   ---------------
           Net income (loss)         $        2,426  $        2,564  $        1,355  $       (3,919) $          2,426
                                       =============   =============   =============   =============   ===============
</TABLE>
                                        9
                                                                     (Continued)

<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

5.   SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):

<TABLE>
<CAPTION>
               CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                 (IN THOUSANDS)

                                                        GUARANTOR       NONGUARANTOR
                                          PARENT        SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                          ------        ------------    ------------    ------------    ------------
<S>                                  <C>             <C>             <C>             <C>             <C>
Revenues                             $       78,873  $      100,839  $      162,469  $           --  $        342,181
                                       -------------   -------------   -------------   -------------   ---------------
Operating expenses:
    Cost of services                         34,122          59,479          90,207              --           183,808
    Selling, general and administrative
      expenses                               45,916          31,330          75,125              --           152,371
                                       -------------   -------------   -------------   -------------   ---------------
           Total operating expenses          80,038          90,809         165,332              --           336,179
                                       -------------   -------------   -------------   -------------   ---------------
           Operating income (loss)           (1,165)         10,030          (2,863)             --             6,002

Other income (expense):
    Equity in earnings (losses) of
      subsidiaries, net of tax                2,493          (4,109)             --           1,616                --
    Intercompany charges                         98             941          (1,039)             --                --
    Interest expense, net                    (4,224)           (814)         (1,112)             --            (6,150)
    Other income (expense), net                 167              --             (47)             --               120
                                       -------------   -------------   -------------   -------------   ---------------
           Total other income
             (expense)                       (1,466)         (3,982)         (2,198)          1,616            (6,030)
                                       -------------   -------------   -------------   -------------   ---------------
           Income (loss) before
             income taxes and
             minority interest               (2,631)          6,048          (5,061)          1,616               (28)

Income tax expense (benefit)                 (1,656)          3,555          (1,016)             --               883
Minority interest                                --              --              64              --                64
                                       -------------   -------------   -------------   -------------   ---------------
           Net income (loss)         $         (975) $        2,493  $       (4,109) $        1,616  $           (975)
                                       =============   =============   =============   =============   ===============

</TABLE>
                                        10
                                                                     (Continued)
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

5.   SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):
<TABLE>
<CAPTION>
               CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
                     FOR THE SIX MONTHS ENDED JUNE 30, 2000
                                 (IN THOUSANDS)

                                                        GUARANTOR       NONGUARANTOR
                                          PARENT        SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                          ------        ------------    ------------    ------------    ------------
<S>                                  <C>             <C>             <C>             <C>             <C>
Revenues                             $      197,217  $       16,863  $      179,029  $         (693) $        392,416
                                       -------------   -------------   -------------   -------------   ---------------
Operating expenses:
    Cost of services                        104,888           9,069         101,335                           215,292
    Selling, general and administrative
      expenses                               83,320           5,606          68,213            (693)          156,446
    Asset impairment and
      restructuring expenses                  2,019              --           1,501                             3,520
                                       -------------   -------------   -------------   -------------   ---------------
           Total operating expenses         190,227          14,675         171,049            (693)          375,258
                                       -------------   -------------   -------------   -------------   ---------------
           Operating income                   6,990           2,188           7,980              --            17,158

Other income (expense):
    Equity in earnings (losses) of
      subsidiaries, net of tax                4,719           2,679              --          (7,398)               --
    Intercompany charges                         --           1,071          (1,071)                               --
    Interest expense, net                    (5,815)           (121)           (666)                           (6,602)
    Other income (expense), net                 (76)             --            (122)                             (198)
                                       -------------   -------------   -------------   -------------   ---------------
           Total other income
             (expense)                       (1,172)          3,629          (1,859)         (7,398)           (6,800)
                                       -------------   -------------   -------------   -------------   ---------------
           Income (loss) before
             income taxes and
             minority interest                5,818           5,817           6,121          (7,398)           10,358

Income tax expense (benefit)                    374           1,098           2,983                             4,455
Minority interest                                --              --             459                               459
                                       -------------   -------------   -------------   -------------   ---------------
           Net income (loss)         $        5,444  $        4,719  $        2,679  $       (7,398) $          5,444
                                       =============   =============   =============   =============   ===============

</TABLE>
                                        11
                                                                     (Continued)

<PAGE>

                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

5.   SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):
<TABLE>
<CAPTION>
                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                 (IN THOUSANDS)

                                                          GUARANTOR       NONGUARANTOR
                                           PARENT         SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                           ------         ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>             <C>
Net cash provided by (used in)
    operating activities               $      (7,804)  $      17,133   $      13,687   $          --   $         23,016
                                         ------------    ------------    ------------    ------------    ---------------

Cash flows from investing activities:
      Investments in subsidiaries             14,897           2,684              --         (17,581)                --
      Purchases of property and
        equipment                             (4,961)         (4,313)        (10,510)             --            (19,784)
                                         ------------    ------------    ------------    ------------    ---------------
           Net cash provided by
             (used in) investing
             activities                        9,936          (1,629)        (10,510)        (17,581)           (19,784)
                                         ------------    ------------    ------------    ------------    ---------------
Cash flows from financing activities:
      Borrowings on notes payable                 --              --           3,296              --              3,296
      Repayments on notes payable                 --              --         (11,266)             --            (11,266)
      Borrowings on long-term debt            13,000              --           5,935              --             18,935
      Repayment of long-term debt
        and capital lease obligations        (13,032)             --          (1,636)             --            (14,668)
      Net capital contribution from
        (to) parent                               --         (14,897)         (2,684)         17,581                 --
      Other                                      (27)             --              --              --                (27)
                                         ------------    ------------    ------------    ------------    ---------------
           Net cash provided by
             (used in) financing
             activities                          (59)        (14,897)         (6,355)         17,581             (3,730)
                                         ------------    ------------    ------------    ------------    ---------------
Effect of exchange rates on cash                  --              --           2,261              --              2,261
                                         ------------    ------------    ------------    ------------    ---------------
      Net increase (decrease) in cash          2,073             607            (917)             --              1,763

Cash and cash equivalents,
    beginning of period                        2,410           1,190          10,872              --             14,472
                                         ------------    ------------    ------------    ------------    ---------------
Cash and cash equivalents,
    end of period                      $       4,483   $       1,797   $       9,955   $          --   $         16,235
                                         ============    ============    ============    ============    ===============
</TABLE>
                                        12
                                                                     (Continued)

<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

5.   SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):
<TABLE>
<CAPTION>
                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2000
                                 (IN THOUSANDS)

                                                          GUARANTOR       NONGUARANTOR
                                           PARENT         SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                           ------         ------------    ------------    ------------   ------------
<S>                                   <C>              <C>             <C>             <C>             <C>
Net cash provided by (used in)
    operating activities              $       21,085   $       4,185   $      11,459   $          --   $        36,729
                                         ------------    ------------    ------------    ------------    --------------

Cash flows from investing activities:
      Investments in subsidiaries              3,862           1,080              --          (4,942)               --
      Purchases of property and
        equipment                             (6,050)           (102)         (6,451)             --           (12,603)
      Proceeds from sale of
        property and equipment                     5              --              32              --                37
                                         ------------    ------------    ------------    ------------    --------------
           Net cash provided by
             (used in) investing
             activities                       (2,183)            978          (6,419)         (4,942)          (12,566)
                                         ------------    ------------    ------------    ------------    --------------
Cash flows from financing activities:
      Repayments on notes payable                 --              --         (10,756)                          (10,756)
      Borrowings on long-term debt             3,000              --           6,108                             9,108
      Repayment of long-term debt
        and capital lease obligations        (31,097)             --          (4,214)                          (35,311)
      Common stock issued, net
        of expenses                            2,638              --              --                             2,638
      Net borrowings and payments
        on intercompany balances              (1,823)             --           1,823                                --
      Net capital contribution from
        (to) parent                               --          (3,862)         (1,080)          4,942                --
      Other                                      (15)             --              --                               (15)
                                         ------------    ------------    ------------    ------------    --------------
           Net cash provided by
             (used in) financing
             activities                      (27,297)         (3,862)         (8,119)          4,942           (34,336)
                                         ------------    ------------    ------------    ------------    --------------

Effect of exchange rates on cash                                               1,462                             1,462
                                         ------------    ------------    ------------    ------------    --------------
      Net increase (decrease) in cash         (8,395)          1,301          (1,617)             --            (8,711)

Cash and cash equivalents,
    beginning of period                        7,477           2,102          12,726                            22,305
                                         ------------    ------------    ------------    ------------    --------------
Cash and cash equivalents,
    end of period                     $         (918)  $       3,403   $      11,109   $          --   $        13,594
                                         ============    ============    ============    ============    ==============
</TABLE>
                                        13
                                                                     (Continued)

<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

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

OVERVIEW

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

The following  table sets forth  certain  financial  data and the  percentage of
total  revenues of the Company  for the  periods  indicated.  All amounts are in
thousands.
<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED JUNE 30,                    SIX MONTHS ENDED JUNE 30,
                                        2000                  1999                   2000                   1999
                              ---------------------- ---------------------- --------------------- ----------------------
<S>                         <C>            <C>         <C>       <C>          <C>       <C>          <C>       <C>
Revenues                    $    193,805   100.0 %     177,996   100.0 %      392,416   100.0 %      342,181   100.0 %
Operating expenses:
    Cost of services             105,305    54.3 %      95,343    53.6 %      215,292    54.9 %      183,808    53.7 %
    Selling, general, and
      administrative expenses     77,074    39.8 %      77,989    43.8 %      156,446    39.9 %      152,371    44.5 %
    Restructuring expenses         3,520     1.8 %          --      -- %        3,520     0.9 %           --      -- %
                              ---------------------- ---------------------- --------------------- ----------------------

           Total operating
             expenses            185,899    95.9 %     173,332    97.4 %      375,258    95.7 %      336,179    98.2 %
                              ---------------------- ---------------------- --------------------- ----------------------

           Operating income        7,906     4.1 %       4,664     2.6 %       17,158     4.3 %        6,002     1.8 %

Interest expense, net             (3,166)   (1.6)%      (2,994)   (1.6)%       (6,602)   (1.7)%       (6,150)   (1.8)%
Other income (expense), net         (132)   (0.1)%          57      -- %         (198)   (0.1)%          120      -- %
                              ---------------------- ---------------------- --------------------- ----------------------
           Income (loss) before
             income taxes and
             minority interest     4,608     2.4 %       1,727     1.0 %       10,358     2.5 %          (28)     -- %

Income tax expense                 1,981     1.0 %       1,086     0.6 %        4,455     1.1 %          883     0.3 %
Minority interest                    201     0.1 %         133     0.1 %          459     0.1 %           64      -- %
                              ---------------------- ---------------------- --------------------- ----------------------
           Net income (loss)$      2,426     1.3 %         508     0.3 %        5,444     1.3 %         (975)   (0.3)%
                              ====================== ====================== ===================== ======================
</TABLE>
                                       14
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

THREE MONTHS ENDED JUNE 30, 2000 VS. THREE MONTHS ENDED JUNE 30, 1999

REVENUES

Revenues increased $15.8 million, or 8.9%, to $193.8 million in the three months
ended June 30, 2000 from $178.0 million in the three months ended June 30, 1999.
The increase was  attributable  to $19.6  million of services  initiated for new
clients,  offset  by a net $3.8  million  decrease  in  revenues  from  existing
clients.  The increase in the value of the U.S.  dollar versus the British pound
and Euro  since June 1999  reduced  the  reported  revenues  from the  Company's
European operations by approximately $4.6 million compared to the second quarter
of 1999.

COST OF SERVICES

Cost of  services  represents  primarily  labor  and  telephone  usage  expenses
directly  related  to  customer  relationship  management  activities.  Cost  of
services as a percent of revenue  can vary based on the nature of the  contract,
the  nature  of the work  and the  market  in which  the  service  is  provided.
Accordingly,  cost of  services  as a percent  of  revenue  can vary,  sometimes
significantly,  from  quarter  to  quarter.  Cost of  services  increased  $10.0
million,  or 10.5%,  to $105.3  million in the three months ended June 30, 2000,
from $95.3  million in the three months ended June 30, 1999.  As a percentage of
revenues, cost of services increased to 54.3% in the second quarter of 2000 from
53.6% in the second quarter of 1999. This increase was primarily due to a change
in the mix of services compared to the second quarter of 1999.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and  administrative  expenses  represent  expenses incurred to
directly  support  and  manage  the  business,  including  costs of  management,
administration,   technology,   facilities,   depreciation   and   amortization,
maintenance,  sales and marketing, and client support services. Selling, general
and administrative expenses decreased $0.9 million, or 1.2%, to $77.1 million in
the three  months  ended June 30,  2000 from $78.0  million in the three  months
ended  June  30,  1999.  As a  percentage  of  revenues,  selling,  general  and
administrative  expenses  decreased to 39.8% in the second  quarter of 2000 from
43.8% in the second  quarter  of 1999.  This  decrease  reflects  the  increased
leveraging of overhead  through revenue growth,  improved  expense  controls and
non-recurring  expenses in the second quarter of 1999 related to  re-engineering
costs in the Company's United Kingdom operations and severance and consolidation
costs in the Asia Pacific region.

ASSET IMPAIRMENT AND RESTRUCTURING EXPENSES

In May 2000, the Company formed a strategic partnership with Bellsystem24, Inc.,
Japan's  largest  comprehensive   marketing  agency.  Under  the  terms  of  the
partnership,  Bellsystem24  will provide  services and support for the Company's
clients  in Japan,  and the  Company  will  provide  services  and  support  for
Bellsystem24's clients in the United States. In connection with the formation of
the  partnership,   the  Company   restructured  its  operations  in  Japan  and
transferred  its  existing  Japanese  business  to  Bellsystem24.  In the second
quarter,  the Company recorded a $3.5 million asset impairment and restructuring
charge,   or  $2.0  million  net  of  tax,   related  to  the  transaction  with
Bellsystem24.

                                       15
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

OPERATING INCOME

Operating income increased 69.5% to $7.9 million for the three months ended June
30,  2000 from $4.7  million  for the three  months  ended June 30,  1999.  As a
percent of revenues, operating income increased to 4.1% in the second quarter of
2000 from 2.6% in the second quarter 1999.  Excluding the restructuring  expense
related to the Company's operations in Japan, operating income increased 145% to
$11.4 million,  and operating income as a percent of revenues increased to 5.9%,
for the three months ended June 30, 2000.

INTEREST EXPENSE, NET

Interest expense, net of interest income, increased to $3.2 million in the three
months  ended June 30, 2000 from $3.0 million in the three months ended June 30,
1999.  This increase was primarily due to higher  interest rates offset by lower
outstanding debt.

INCOME TAX EXPENSE

Income tax expense  for the three  months  ended June 30, 2000 was $2.0  million
compared to $1.1 million for the three  months  ended June 30, 1999.  Income tax
expense as a percent of income before taxes and minority  interest was 43.0% for
the quarter.  The difference  between the company's income tax rate of 43.0% and
the  statutory  U.S.  Federal  rate of 35% is  primarily  due to  non-deductible
goodwill and U.S. state and local income taxes.

NET INCOME (LOSS)

For the reasons  discussed  above,  net income increased to $2.4 million for the
three  months  ended June 30, 2000 from $0.5  million for the three months ended
June 30, 1999.  Excluding the restructuring  expense and the related tax effect,
net income  increased  over seven fold to $4.4 million for the second quarter of
2000.

SIX MONTHS ENDED JUNE 30, 2000 VS. SIX MONTHS ENDED JUNE 30, 1999
-----------------------------------------------------------------

REVENUES

Revenues increased $50.2 million,  or 14.7%, to $392.4 million in the six months
ended June 30, 2000 from $342.2  million in the six months  ended June 30, 1999.
Of this increase,  $30.5 million was attributable to services  initiated for new
clients and approximately  $19.7 million was attributable to increased  revenues
from  existing  clients.  The  increase in revenues  from  existing  clients was
primarily the result of increased activity rather than higher rates.

COST OF SERVICES

Cost of services increased $31.5 million, or 17.1%, to $215.3 million in the six
months ended June 30, 2000, from $183.8 million in the six months ended June 30,
1999.  As a percentage of revenues,  cost of services  increased to 54.9% in the
first  six  months of 2000 from  53.7% in the  first  six  months of 1999.  This
increase was  primarily  due to a change in the mix of services  compared to the
second quarter of 1999 and higher labor costs in Spain.

                                       16
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased $4.1 million, or 2.7%, to
$156.4  million in the six months ended June 30, 2000 from $152.4 million in the
six months ended June 30,  1999.  This  increase  was  primarily a result of the
Company's  continued growth partially offset by improved expense controls.  As a
percentage of revenues,  selling,  general and administrative expenses decreased
to 39.9% in the first six  months of 2000 from  44.5% in the first six months of
1999.  This  decrease  reflects the  increased  leveraging  of overhead  through
revenue growth,  improved  expense  controls and  non-recurring  expenses in the
second quarter of 1999 related to  re-engineering  costs in the Company's United
Kingdom  operations  and severance and  consolidation  costs in the Asia Pacific
region.

OPERATING INCOME

Operating  income increased 185.9% to $17.2 million in the six months ended June
30, 2000 from $6.0 million in the six months ended June 30, 1999.  Excluding the
aforementioned  restructuring  expense  related to the  Company's  operations in
Japan,  operating  income  increased  244.5% to $20.7  million in the six months
ended June 30, 2000.

INTEREST EXPENSE, NET

Interest expense,  net of interest income,  increased to $6.6 million in the six
months  ended June 30, 2000 from $6.2  million in the six months  ended June 30,
1999. This increase was primarily due to higher interest rates.

INCOME TAX EXPENSE

Income tax  expense  for the six months  ended  June 30,  2000 was $4.5  million
compared  to $.9  million  for the six months  ended June 30,  1999.  Income tax
expense as a percent of income before taxes and minority  interest was 43.0% for
the six months ended June 30, 2000. The difference  between the company's income
tax rate of 43.0% and the statutory U.S. Federal rate of 35% is primarily due to
non-deductible goodwill and U.S. state and local income taxes.

NET INCOME (LOSS)

For the reasons discussed above, net income increased to $5.4 million in the six
months  ended June 30, 2000 from a loss of $1.0  million in the six months ended
June 30, 1999.  Excluding  the  restructuring  expense  related to the Company's
operations in Japan,  and the related tax effect,  net income  increased to $7.5
million for the six months ended June 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating  activities  was $36.7  million  during the six-month
period  ended June 30,  2000.  This was  primarily  the result of income  before
depreciation,  amortization and asset impairment and  restructuring  expenses of
$31.8  million and a decrease of $4.6 million in accounts  receivable.  Although
accounts  receivable  decreased during the period,  as the Company  continues to
grow it anticipates  that accounts  receivable  will increase in future periods,
requiring  increased  working  capital.  The Company

                                       17
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

purchased  $12.6  million of property and equipment in the six months ended June
30, 2000. The Company  anticipates  that capital  expenditures  will increase in
future  quarters to support the growth of its business;  however,  total capital
expenditures  in 2000 are  currently  anticipated  to be less than in 1999.  The
Company  used $37.0  million of cash to repay debt in the six months  ended June
30, 2000.

The  Company  has  historically  used  equity  capital,   funds  generated  from
operations,  leases of property and  equipment,  senior  subordinated  notes and
borrowings under credit facilities with banks to finance business  acquisitions,
capital  expenditures and working capital  requirements.  On April 11, 2000, the
Company  secured a $75 million  five-year  senior secured credit  facility which
provides  funding in U.S.  dollars,  British pounds sterling and euros,  thereby
allowing the Company to  consolidate  its U.S.  and  European  bank lines into a
single multi-borrower, multi-currency facility. The new facility includes lender
pre-approval  to increase the size to $100 million.  In connection with securing
this facility,  the Company terminated its existing $50 million long-term credit
facility and various lines of credit which were used to fund local operations in
British pounds  sterling and euros.  The funds  available under the new facility
are approximately equal to the total of the funds available under the facilities
which were  terminated.  The  obligations  of the Company under the new facility
have been guaranteed by the Company's domestic  subsidiaries and certain foreign
subsidiaries  and are  secured  by liens on  substantially  all of the assets of
SITEL  Corporation  and such  subsidiaries,  including a pledge of the Company's
shares in such subsidiaries and certain other foreign subsidiaries. The facility
contains certain  financial  covenants and certain  restrictions on, among other
things,  the Company's  ability to incur  additional debt, pay dividends or make
certain other restricted payments, make certain investments,  and sell assets or
merge with another  company.  The facility becomes due and payable upon a change
of control of the Company as defined in the credit agreement.  At June 30, 2000,
the unused  line of credit  relating to this  facility  was $65.4  million.  The
Company believes that funds generated from operations,  existing cash, leases of
property and equipment and funds available  under its credit  facilities will be
sufficient to finance its current operations,  planned capital  expenditures and
growth for the  foreseeable  future.  Future  acquisitions,  if any, may require
additional debt or equity financing.

QUARTERLY RESULTS AND SEASONALITY

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

EFFECTS OF INFLATION

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

                                       18
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

ACCOUNTING PRONOUNCEMENTS

Statement  of  Financial  Accounting  Standards  ("SFAS")  133,  Accounting  for
Derivative Investments and Hedging Activities, was issued in June 1998. SFAS 133
establishes  accounting  standards for  derivative  instruments  and for hedging
activities.  The  standard,  as amended by SFAS 137, is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. The Company  anticipates
adopting this accounting  pronouncement  in the first quarter of 2001;  however,
management  believes that it will not have a significant impact on the Company's
consolidated financial statements.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin 101 - Revenue  Recognition  in Financial  Statements  ("SAB 101").  The
Company  is  still  in the  process  of  evaluating  the  guidance  for  revenue
recognition provided by SAB 101 and will report the impact of adoption,  if any,
as a cumulative  effect of a change in accounting  during the fourth  quarter of
2000.

FORWARD-LOOKING STATEMENTS

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

                                       19
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is exposed to market  risks  associated  primarily  with  changes in
foreign currency exchange rates. The Company has operations in many parts of the
world;  however,  both revenues and expenses of those  operations  are typically
denominated  in the currency of the country of  operations,  providing a natural
hedge.  The Company  entered into certain hedging  transactions  during 1999 and
2000  designed to hedge  foreign  currency  exchange  risk related to short term
intercompany loans; however, the amounts involved were not material.

                                       20
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

PART II -- OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES.

(b)  On April 11,  2000,  the  Company  secured a $75 million  five-year  senior
     secured  credit  facility,  and terminated  its existing  long-term  credit
     facility and various lines of credit. The new credit facility restricts the
     payment of cash  dividends  on Common  Stock,  as did the  previous  credit
     facility.

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

(a)  Date  and  Type  of  Meeting.  The  Company  held  its  Annual  Meeting  of
     Stockholders on May 5, 2000.

(b)  Matters Voted Upon and Number of Votes Cast.  There were 55,997,878  shares
     of Common  Stock  represented  at the  meeting  in person or by proxy.  Two
     proposals were presented to the  stockholders  and both were approved.  The
     voting on the proposals was as follows:

     Proposal 1 (election of two directors for a three-year term):

          On the election of Kelvin C. Berens as director:
             55,375,593 votes for
                622,285 votes withheld

          On the election of George J. Kubat as director:
             55,553,468 votes for
                444,410 votes withheld

          The  following  directors  serve for terms  that  expire  after  2000:
          Phillip A.  Clough,  Rohit M. Desai,  Bill L.  Fairfield  and James F.
          Lynch.

      Proposal 2 (ratification  of  the  selection  of  KPMG  LLP  as
                 independent  auditors  for the year ended  December 31, 2000):

          55,810,347 votes for
              49,438 votes against
             138,093 abstained

ITEM 5.      OTHER INFORMATION.

             On April 21,  2000,  Rohit M. Desai was  appointed  to the Board of
             Directors,  filling an existing  vacancy in Class I. That same date
             he was also appointed to the Compensation Committee of the Board of
             Directors,  to serve as Chairman,  replacing  Bill L. Fairfield who
             resigned from the Committee.

                                       21
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

            (a)     Exhibits:

               10.1 Credit  Agreement  dated as of April 11,  2000 with  Bankers
                    Trust Company as Agent

               10.2 Description  of  consulting   arrangement   with  DreamField
                    Partners, Inc.

               27   Financial Data Schedule

           (b)      Reports on Form 8-K.  The  Company  did not  file a Form 8-K
                    during the quarter for which this report is filed.

                                       22
<PAGE>
                                    SIGNATURE

     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: August 14, 2000             SITEL Corporation

                                  By: /s/ W. Gar Richlin
                                      -----------------------------------------
                                      W. Gar Richlin
                                      Executive Vice-President and
                                         Chief Financial Officer
                                      (Principal Financial Officer)

                                       23
<PAGE>
Exhibits Index:


               10.1 Credit  Agreement  dated as of April 11,  2000 with  Bankers
                    Trust Company as Agent

               10.2 Description  of  consulting   arrangement   with  DreamField
                    Partners, Inc.

               27   Financial Data Schedule

                                       24