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 March 31, 1999

                                       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
    incorporation or organization)                     Identification No.)

                          111 SOUTH CALVERT, STE. 1900
                               BALTIMORE, MD 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 April 30,  1999,  the Company had  65,449,638  shares of Common Stock
outstanding.
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

       Consolidated Condensed Balance Sheets..........................       2

       Consolidated Condensed Statements of Income (Loss).............       3

       Consolidated Condensed Statements of Cash Flows................       4

       Notes to Consolidated Condensed Financial Statements...........       5

Item 2.  Management's Discussion and Analysis of Results of
         Operations and Financial Condition...........................      12

PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.............................      19

Signature.............................................................      20

                                       1
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      DECEMBER 31, 1998 AND MARCH 31, 1999
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                          ASSETS                                            DECEMBER 31,         MARCH 31,
                                                                               1998                1999
                                                                               ----                ----
Current assets:                                                                                  (unaudited)
<S>                                                                          <C>               <C>        
     Cash and cash equivalents............................................   $    14,472       $    16,277
     Trade accounts receivable (net of allowance for
        doubtful accounts of $ 3,970 and
        $3,740, in 1998 and 1999, respectively)...........................       129,809           139,194
     Prepaid expenses.....................................................         5,257             5,428
     Other assets.........................................................         6,024             5,306
     Deferred income taxes................................................         1,658             2,359
                                                                             -----------       -----------
                    Total current assets..................................       157,220           168,564
Property and equipment, net...............................................       125,615           121,420
Deferred income taxes.....................................................        15,425            15,541
Goodwill, net.............................................................        93,288            89,492
Other assets..............................................................        14,062            13,927
                                                                             -----------       -----------
                    Total assets..........................................   $   405,610       $   408,944
                                                                             ===========       ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:                                                                                           
     Note payable.........................................................   $    30,545       $    24,347
     Current portion of long-term debt....................................         3,671             3,184
     Current portion of  capitalized lease obligations....................         3,650             2,734
     Trade accounts payable...............................................        30,784            29,872
     Income taxes payable.................................................         3,875             2,834
     Accrued compensation.................................................        15,620            17,044
     Accrued operating expenses...........................................        23,527            21,909
     Deferred revenue and other...........................................         3,888            15,807
                                                                             -----------       -----------
                    Total current liabilities.............................       115,560           117,731
Long-term debt, excluding current portion.................................       107,027           114,534
Capitalized lease obligations, excluding current portion..................         9,210             9,174
Deferred compensation.....................................................         1,591             1,693
Minority interest.........................................................        10,368            10,315

Stockholders' equity:
     Common stock, voting, $.001 par value 200,000,000 shares
        authorized, 64,399,645 and 65,191,718 shares issued and
        outstanding in 1998 and 1999, respectively........................            64                65
     Paid-in capital......................................................       157,892           158,094
     Accumulated other comprehensive income (loss)........................        (4,428)           (9,505)
     Retained earnings....................................................         8,326             6,843
                                                                             -----------       -----------
                    Total stockholders' equity............................       161,854           155,497
                                                                             -----------       -----------
                    Total liabilities and stockholders' equity............   $   405,610       $   408,944
                                                                             ===========       ===========
</TABLE>

     The accompanying  notes are an integral part of the consolidated  condensed
financial statements.

                                       2
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
               CONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS)
                                   (UNAUDITED)

                                                   For The Three Months Ended
                                                March 31, 1998    March 31, 1999
                                                --------------    --------------
(in thousands, except per share data)

Revenues.....................................   $     137,748     $     164,185
                                                -------------     -------------
Operating expenses:
     Cost of services........................          77,820            88,465
     Selling, general and administrative
          expenses...........................          54,672            74,382
                                                -------------     -------------
               Total operating expenses......         132,492           162,847
                                                -------------     -------------
                    Operating income.........           5,256             1,338

Other income (expense):
     Interest expense, net...................          (2,590)           (3,156)
     Other income, net.......................             135                63
                                                -------------     -------------
Income (loss) before income taxes
   and minority interest.....................           2,801            (1,755)

Income tax expense (benefit).................           1,117              (203)

Minority interest............................            (294)              (69)
                                                -------------     -------------

Net income (loss) from continuing operations.           1,978            (1,483)
Extraordinary loss on refinancing of debt,
   net of taxes..............................             514                --
                                                -------------     -------------
Net income (loss)............................   $       1,464     $      (1,483)
                                                =============     =============

Income (loss) from continuing operations per common share:

Basic........................................          $ 0.03           $ (0.02)
Diluted......................................          $ 0.03           $ (0.02)

Income (loss) per common share:

Basic........................................          $ 0.02           $ (0.02)
Diluted......................................          $ 0.02           $ (0.02)

Weighted average common shares outstanding:

Basic........................................          63,295            64,842
Diluted......................................          69,611            64,842

     The accompanying  notes are an integral part of the consolidated  condensed
financial statements.

                                       3
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                      For Three Months Ended
(dollars in thousands)                            March 31, 1998  March 31, 1999
                                                  --------------  --------------
Net income (loss) ..................................    $   1,464     $  (1,483)
Adjustments to reconcile net income (loss)
   to net cash provided by (used
   in) operating activities:
       Depreciation and amortization ...............        9,654        11,095
       Extraordinary loss on refinancing of debt ...          792            --
       Gain on marketable securities ...............         (208)           --
       Change in assets and liabilities:
          Trade accounts receivable ................      (12,829)      (12,427)
          Other assets .............................       (4,711)          723
          Trade accounts payable ...................       (3,808)         (211)
          Other liabilities ........................       (4,552)       10,161
                                                        ---------     ---------
            Net cash provided by (used in)
               operating activities ................      (14,198)        7,858
                                                        ---------     ---------
Cash flows from investing activities:
     Purchases of property and equipment ...........      (11,683)       (7,479)
     Proceeds from sale-leasebacks of facilities ...        9,336            --
     Sale of marketable securities .................          257            --
     Changes in other assets, net ..................           55            --
                                                        ---------     ---------
       Net cash used in investing activities .......       (2,035)       (7,479)
                                                        ---------     ---------
Cash flows from financing activities:
     Borrowings on note payable ....................       10,720         1,501
     Repayments of note payable ....................       (1,303)       (7,153)
     Borrowings on long-term debt ..................      125,808        11,242
     Repayment of long-term debt and capitalized
        lease obligations ..........................     (130,354)       (5,030)
     Other .........................................           76           (18)
                                                        ---------     ---------
       Net cash provided by financing activities ...        4,947           542
                                                        ---------     ---------
Effect of exchange rates on cash ...................         (681)          884
                                                        ---------     ---------
       Net increase (decrease) in cash .............      (11,967)        1,805
Cash and cash equivalents, beginning of period .....       24,285        14,472
                                                        ---------     ---------
Cash and cash equivalents, end of period ...........    $  12,318     $  16,277
                                                        =========     =========

     The accompanying  notes are an integral part of the consolidated  condensed
financial statements.

                                       4
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATMENTS

1.   BASIS OF PRESENTATION:

The consolidated  condensed  balance sheet of SITEL Corporation and Subsidiaries
(the  "Company") at December 31, 1998 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, 1998.

2.   INCOME TAXES:

The  difference  between  the  Company's  income tax  expense as reported in the
accompanying  financial  statements and that which would be calculated using the
statutory  Federal  income  tax rate of 34% on  income is  primarily  due to the
impact of the change in operating results combined with non-deductible  business
acquisition expenses and international, state and local income taxes.

3.   COMPREHENSIVE INCOME (LOSS):

The Company's  comprehensive income (loss) was $141,000 and $(6,561,000) for the
three months ended March 31, 1998 and 1999, respectively. The difference between
the  Company's  reported net income (loss) and  comprehensive  income (loss) for
those  three  month  periods  is due  to the  change  in the  currency  exchange
adjustment.  The accumulated other  comprehensive  income (loss) included in the
Company's  Consolidated  Condensed  Balance Sheet at December 31, 1998 and March
31, 1999 is primarily the accumulated currency exchange adjustment.

4.       RESTRUCTURING:

In the second  quarter of 1998,  the Company  recorded a $6.6 million charge for
restructuring expenses primarily related to its European operations. Included in
that charge were severance and other costs of $6.4 million  related to statutory
or contractual  severance and other costs for approximately  250 employees.  The
restructuring  expenses also included $0.2 million for the cost of excess leased
facilities.  The amount of  severance  and other  costs paid during 1998 and the
first quarter of 1999 was approximately $3.4 million.

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  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, 1998
and March 31,  1999,  and for the three  months ended March 31, 1998 and 1999 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 nonguarantor subsidiaries), and

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

                                       5
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATMENTS

5.  SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):

                      CONDENSED CONSOLIDATING BALANCE SHEET
                                DECEMBER 31, 1998
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                      GUARANTOR           NONGUARANTOR
                                       PARENT        SUBSIDIARIES         SUBSIDIARIES      ELIMINATIONS       CONSOLIDATED
                                       ------        ------------         ------------      ------------       ------------
ASSETS
Current assets:
<S>                                    <C>              <C>                <C>                 <C>              <C>
  Cash and cash equivalents ........   $   2,410        $   1,190          $  10,872           $    --          $  14,472
  Trade accounts receivable, net....      33,676           33,179             75,540           (12,586)           129,809
  Prepaid expenses and other
     current assets ................       2,956              241              9,742                --             12,939
                                       ---------        ---------          ---------         ---------          ---------
Total current assets ...............      39,042           34,610             96,154           (12,586)           157,220
Property and equipment, net ........      31,302           22,523             71,790                --            125,615
Deferred income taxes ..............       9,390               --              6,035                --             15,425
Goodwill, net ......................       1,537           21,021             70,730                --             93,288
Other assets .......................      10,805              126              3,131                --             14,062
Investments in subsidiaries.........     188,690           88,293                 --          (276,983)                --
Notes receivable, intercompany .....          --           28,833                 --           (28,833)                --
                                       ---------        ---------          ---------         ---------          ---------
     Total assets ..................   $ 280,766        $ 195,406          $ 247,840         $(318,402)         $ 405,610
                                       =========        =========          =========         =========          =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Notes payable ....................   $      --        $      --          $  30,545         $      --          $  30,545
  Current portion of long-term
     debt ..........................       2,136               --              1,535                --              3,671
  Current portion of
     capitalized lease
     obligations ...................         328               81              3,241                --              3,650
  Trade accounts payable ...........       1,338            1,655             40,377           (12,586)            30,784
  Accrued expenses and other
     current liabilities............       9,963            4,922             32,025                --             46,910
                                       ---------        ---------          ---------         ---------          ---------
    Total current liabilities.......      13,765            6,658            107,723           (12,586)           115,560
Long-term debt, excluding
     current portion ...............     103,556               --              3,471                --            107,027
Capitalized lease obligations,
     excluding current portion......          --               58              9,152                --              9,210
Notes payable, intercompany
     and other .....................          --               --             28,833           (28,833)                --
Deferred compensation ..............       1,591               --                 --                --              1,591
Minority interest ..................          --               --             10,368                --             10,368
Stockholders' equity ...............     161,854          188,690             88,293          (276,983)           161,854
                                       ---------        ---------          ---------         ---------          ---------
Total liabilities and
     stockholders' equity ..........   $ 280,766        $ 195,406          $ 247,840         $(318,402)         $ 405,610
                                       =========        =========          =========         =========          =========
</TABLE>

                                       6
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATMENTS

5.  SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):

                      CONDENSED CONSOLIDATING BALANCE SHEET
                                 MARCH 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 ...........$   3,223        $   1,575          $  11,479           $      --        $  16,277
  Trade accounts receivable, net.......   54,762           36,608             71,057             (23,233)         139,194
  Prepaid expenses and other
     current assets ...................    3,010              166              9,917                  --           13,093
                                       ---------        ---------          ---------           ---------        ---------
    Total current assets ..............   60,995           38,349             92,453             (23,233)         168,564
  Property and equipment, net..........   30,215           22,726             68,479                  --          121,420
  Deferred income taxes ...............    9,390               --              6,151                  --           15,541
  Goodwill, net .......................    1,514           20,796             67,182                  --           89,492
  Other assets ........................   10,565              146              3,216                  --           13,927
  Investments in subsidiaries..........  181,800           82,622                 --            (264,422)              --
  Notes receivable, intercompany ......     --             27,394                 --             (27,394)              --
                                       ---------        ---------          ---------           ---------        ---------
    Total assets ......................$ 294,479        $ 192,033          $ 237,481           $(315,049)       $ 408,944
                                       =========        =========          =========           =========        =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable .........................$      --        $      --          $  24,347           $      --        $  24,347
Current portion of long-term debt......    1,731               --              1,453                  --            3,184
Current portion of capitalized
     lease obligations ................      247               76              2,411                  --            2,734
Trade accounts payable ................   10,017            2,480             40,608             (23,233)          29,872
Accrued expenses and other
     current liabilities...............   17,294            7,638             32,662                  --           57,594
                                       ---------        ---------          ---------           ---------        ---------
Total current liabilities..............   29,289           10,194            101,481             (23,233)         117,731
Long-term debt, excluding
     current portion...................  108,000               --              6,534                  --          114,534
Capitalized lease obligations,
     excluding current portion.........       --               39              9,135                  --            9,174
Notes payable, intercompany and
     other ............................       --               --             27,394             (27,394)              --
Deferred compensation .................    1,693               --                 --                  --            1,693
Minority interest .....................       --               --             10,315                  --           10,315
Stockholders' equity ..................  155,497          181,800             82,622            (264,422)         155,497
                                       ---------        ---------          ---------           ---------        ---------
Total liabilities and
     stockholders' equity .............$ 294,479        $ 192,033          $ 237,481           $(315,049)       $ 408,944
                                       =========        =========          =========           =========        =========
</TABLE>
                                       7
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATMENTS

5.  SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):

               CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
                    FOR THE THREE MONTHS ENDED MARCH 31, 1998
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                      GUARANTOR         NONGUARANTOR
                                       PARENT        SUBSIDIARIES       SUBSIDIARIES      ELIMINATIONS    CONSOLIDATED
                                       ------        ------------       ------------      ------------    ------------
<S>                                    <C>           <C>                <C>               <C>              <C>      
Revenues ........................      $  34,072     $  41,006          $  62,670         $      --        $ 137,748
                                       ---------     ---------          ---------         ---------        ---------
Operating expenses:
  Cost of services ..............         17,960        23,346             36,514                --           77,820
  Selling, general and
     administrative expenses.....         15,124        14,326             25,222                --           54,672
                                       ---------     ---------          ---------         ---------        ---------
Total operating expenses ........         33,084        37,672             61,736                --          132,492
                                       ---------     ---------          ---------         ---------        ---------
Operating income ................            988         3,334                934                --            5,256
                                       ---------     ---------          ---------         ---------        ---------
Other income (expense):
  Equity in earnings (losses) of
     subsidiaries, net of tax ...          1,781          (163)                --            (1,618)             --
  Intercompany charges ..........             56           436               (492)               --              --
  Interest expense, net .........         (1,113)         (780)              (697)               --          (2,590)
  Other income ..................            135            --                 --                --             135
                                       ---------     ---------          ---------         ---------       ---------
    Total other income (expense).            859          (507)            (1,189)           (1,618)         (2,455)
                                       ---------     ---------          ---------         ---------       ---------
Income (loss) before income taxes
     and minority interest ......          1,847         2,827               (255)           (1,618)          2,801

Income tax expense  (benefit) ...           (131)        1,046                202                --           1,117

Minority interest ...............             --            --               (294)               --            (294)
                                       ---------     ---------          ---------         ---------       ---------
Net income (loss) from
     continuing operations.......          1,978         1,781               (163)           (1,618)          1,978

Extraordinary loss on refinancing
     of debt, net of taxes.......            514            --                 --                --             514
                                       ---------     ---------          ---------         ---------       ---------
Net income (loss) ...............      $   1,464     $   1,781          $    (163)        $  (1,618)      $   1,464
                                       =========     =========          =========         =========       =========
</TABLE>
                                       8

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

5.  SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):

               CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                      GUARANTOR      NONGUARANTOR
                                       PARENT        SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                       ------        ------------    ------------    ------------    ------------
<S>                                    <C>           <C>             <C>             <C>             <C>      
Revenues .....................         $  37,789     $  49,871       $  76,525       $      --       $ 164,185
                                       ---------     ---------       ---------       ---------       ---------
Operating expenses:
  Cost of services ...........            16,547        29,638          42,280              --          88,465
  Selling, general and
      administrative
      expenses ...............            22,648        15,471          36,263              --          74,382
                                       ---------     ---------       ---------       ---------       ---------
    Total operating expenses..            39,195        45,109          78,543              --         162,847
                                       ---------     ---------       ---------       ---------       ---------
Operating income (loss) ......            (1,406)        4,762          (2,018)             --           1,338
                                       ---------     ---------       ---------       ---------       ---------
Other income (expense):
Equity in earnings of
     subsidiaries, net of
     tax .....................               494        (2,409)             --           1,915              --
Intercompany charges .........                50           503            (553)             --              --
Interest income (expense)
     net .....................            (1,718)         (798)           (640)             --          (3,156)
Other income (expense) .......                74            --             (11)             --              63
                                       ---------     ---------       ---------       ---------       ---------
Total other income
     (expense) ...............            (1,100)       (2,704)         (1,204)          1,915          (3,093)
                                       ---------     ---------       ---------       ---------       ---------
Income (loss) before income
     taxes and minority
     interest ................            (2,506)        2,058          (3,222)          1,915          (1,755)

Income tax expense (benefit)..            (1,023)        1,564            (744)             --            (203)

Minority interest ............                --            --             (69)             --             (69)
                                       ---------     ---------       ---------       ---------       ---------
Net income (loss) ............         $  (1,483)    $     494       $  (2,409)      $   1,915       $  (1,483)
                                       =========     =========       =========       =========       =========
</TABLE>

                                       9
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATMENTS

5.  SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1998
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                      GUARANTOR      NONGUARANTOR
                                        PARENT        SUBSIDIARIES    SUBSIDIARIES  ELIMINATIONS    CONSOLIDATED
                                        ------        ------------    ------------  ------------    ------------
<S>                                     <C>           <C>             <C>           <C>             <C>      
Net cash provided by (used in)
     operating activities ...........   $  (4,746)    $   1,105       $ (10,557)    $      --       $ (14,198)
                                        ---------     ---------       ---------     ---------       ---------
Cash flows from investing activities:
  Investments in subsidiaries .......      (4,246)       (7,781)             --        12,027              --
  Dividend on common stock ..........          --        10,000              --       (10,000)             --
  Purchases of property and
     equipment ......................      (3,532)       (3,154)         (4,997)           --         (11,683)
  Proceeds from sales of property
     and equipment ..................       9,336            --              --            --           9,336
  Sale of marketable securities .....         257            --              --            --             257
  Changes in other assets ...........          --            --              55            --              55
                                        ---------     ---------       ---------     ---------       ---------
Net cash provided by (used in)
     investing activities ...........       1,815          (935)         (4,942)        2,027          (2,035)
                                        ---------     ---------       ---------     ---------       ---------

Cash flows from financing activities:
  Borrowings on notes payable .......          --            --          10,720            --          10,720
  Repayments of notes payable .......          --            --          (1,303)           --          (1,303)
  Borrowings of long-term debt ......     124,399            --           1,409            --         125,808
  Repayment of long-term debt and
     capital lease ..................    (127,422)           --          (2,932)           --        (130,354)
     obligations
  Net capital contribution from
     parent .........................          --         4,246           7,781       (12,027)             --
  Net borrowings and payments on
     note to parent .................          --        (5,000)          5,000            --              --
  Dividend on common stock ..........          --            --         (10,000)       10,000              --
  Other .............................           1            --              75            --              76
                                        ---------     ---------       ---------     ---------       ---------
Net cash provided by (used in)
     financing activities ...........      (3,022)         (754)         10,750        (2,027)          4,947
                                        ---------     ---------       ---------     ---------       ---------
 Effect of exchange rates on cash....          --            --            (681)           --            (681)
                                        ---------     ---------       ---------     ---------       ---------
Net decrease in cash ................      (5,953)         (584)         (5,430)           --         (11,967)
Cash and cash equivalents,
     beginning of period.............      11,514         2,075          10,696            --          24,285
                                        ---------     ---------       ---------     ---------       ---------
Cash and cash equivalents,
     end of period ..................   $   5,561     $   1,491       $   5,266     $      --       $  12,318
                                        =========     =========       =========     =========       =========
</TABLE>
                                       10
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATMENTS

5.  SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                      GUARANTOR       NONGUARANTOR
                                        PARENT        SUBSIDIARIES     SUBSIDIARIES   ELIMINATIONS    CONSOLIDATED
                                        ------        ------------     ------------   ------------    ------------
<S>                                     <C>           <C>              <C>            <C>             <C>      
Net cash provided by (used in)
     operating activities ...........   $ (6,914)     $  7,699         $  7,073       $     --        $  7,858
                                        --------      --------         --------       --------        --------

Cash flows from investing activities:
  Investments in
     subsidiaries ...................      5,450           (23)              --         (5,427)            --
  Purchases of property and
     equipment ......................     (1,640)       (1,841)          (3,998)            --         (7,479)
                                        --------      --------         --------       --------       --------
  Net cash provided by (used
     in) investing
     activities .....................      3,810        (1,864)          (3,998)        (5,427)        (7,479)
                                        --------      --------         --------       --------       --------
Cash flows from financing activities:
  Borrowings on notes payable .......         --            --            1,501             --          1,501
  Repayments of notes payable .......         --            --           (7,153)            --         (7,153)
  Borrowings on long-term debt ......      8,000            --            3,242             --         11,242
  Repayment of long-term debt
     and capital lease obligations ..     (4,065)           --             (965)            --         (5,030)
  Net capital contribution
     from parent ....................         --        (5,450)              23          5,427             --
  Other .............................        (18)           --               --             --            (18)
                                        --------      --------         --------       --------       --------
Net cash provided by (used in)
     financing activities ...........      3,917        (5,450)          (3,352)         5,427            542
                                        --------      --------         --------       --------       --------
Effect of exchange rates on cash ....         --            --              884             --            884
                                        --------      --------         --------       --------       --------
Net increase in cash ................        813           385              607             --          1,805
Cash and cash equivalents,
     beginning of period ............      2,410         1,190           10,872             --         14,472
                                        --------      --------         --------       --------       --------
Cash and cash equivalents, end
     of period ......................   $  3,223      $  1,575         $ 11,479       $     --       $ 16,277
                                        ========      ========         ========       ========       ========
</TABLE>
                                       11
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

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

OVERVIEW

SITEL Corporation and subsidiaries (the "Company") provide customer relationship
management  services on behalf of clients principally in the financial services,
insurance,   telecommunications,   technology,   utilities,   consumer,   media,
government and travel sectors located in North America, Europe, the Asia Pacific
region, and Latin America.

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 March 31,
                                                           1998                       1999
                                                 ------------------------   -----------------------
<S>                                               <C>            <C>        <C>            <C>     
Revenues ......................................   $ 137,748      100.0  %   $ 164,185      100.0  %
                                                  -----------------------   -----------------------
Operating expenses:
 Cost of services .............................      77,820       56.5  %      88,465       53.9  %
 Selling, general, and  administrative expenses      54,672       39.7  %      74,382       45.3  %
                                                  -----------------------   -----------------------
    Total operating expenses ..................     132,492       96.2  %     162,847       99.2  %
                                                  -----------------------   -----------------------
    Operating income ..........................       5,256        3.8  %       1,338        0.8  %

Interest expense, net .........................      (2,590)      (1.9) %      (3,156)      (1.9) %
Other income, net .............................         135        0.1  %          63         --  %
                                                  -----------------------   -----------------------

Income (loss) before income taxes and
  minority interest ...........................       2,801        2.0  %      (1,755)      (1.1) %

Income tax expense (benefit) ..................       1,117        0.8  %        (203)      (0.1) %

Minority interest .............................        (294)      (0.2) %         (69)        --  %
                                                  -----------------------   -----------------------
Net income (loss) from continuing operations ..       1,978        1.4  %      (1,483)      (0.9) %

Extraordinary loss on refinancing of debt, net
  of  taxes ...................................         514        0.3  %          --         --  %
                                                  -----------------------   -----------------------
Net income (loss) .............................   $   1,464        1.1  %   $  (1,483)      (0.9) %
                                                  =======================   =======================
</TABLE>
                                       12
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

THREE MONTHS ENDED MARCH 31, 1999 VS. THREE MONTHS ENDED MARCH 31, 1998

REVENUES:

Revenues  increased  $26.4  million,  or 19.2%,  to $164.2  million in the three
months ended March 31, 1999 from $137.7  million in the three months ended March
31, 1998. Of this  increase,  approximately  $16.4 million was  attributable  to
services  initiated  for  new  clients  and  approximately   $10.0  million  was
attributable  to  increased  revenues  from  existing  clients.  The increase in
revenues  from  existing  clients  was  primarily  the result of higher  calling
volumes rather than higher rates.

COST OF SERVICES:

Cost of services  represents  primarily  labor and telephone  expenses  directly
related to teleservicing  activities.  Cost of services increased $10.6 million,
or 13.7%,  to $88.5  million in the three months ended March 31, 1999 from $77.8
million in the three  months ended March 31,  1998.  The increase was  primarily
attributable  to the Company's  continued  growth.  As a percentage of revenues,
cost of services  decreased to 53.9% in the first  quarter of 1999 from 56.5% in
the first quarter of 1998.  The decrease was primarily  attributable  to certain
initial  implementation  revenues for a large client where the costs  associated
with  those  revenues  are  included  in  selling,  general  and  administrative
expenses.  Excluding  the  impact  of this  particular  implementation,  cost of
services as a percentage of revenues would have increased to 57.3% for the three
months  ended  March 31,  1999  from  56.5% in the first  quarter  of 1998.  The
increase as a percent of revenue was primarily  attributable to the reduction in
revenue in the first half of the quarter experienced in several business units.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

Selling,  general and  administrative  expenses  represent  expenses incurred to
directly  support and manage the  operations,  and include costs of  management,
administration, facilities expenses, depreciation and maintenance, amortization,
sales and marketing activities,  and client support services.  Selling,  general
and administrative  expenses increased $19.7 million, or 36.1%, to $74.4 million
in the three months ended March 31, 1999 from $54.7  million in the three months
ended  March  31,  1998.  Approximately  half  of  this  increase  was  directly
attributed to the initial  implementation  costs for a large client noted above.
As a  percentage  of  revenues,  selling,  general and  administrative  expenses
increased to 45.3% in the first  quarter of 1999 from 39.7% in the first quarter
of 1998.  Excluding the impact of the implementation work noted above,  selling,
general and  administrative  expense  increased to 42.0% in the first quarter of
1999. This increase was primarily  attributable to continued  inefficiencies  in
the Company's  operations in the United  Kingdom,  start up expenses in the Asia
Pacific region and inefficiencies  related to declines in certain North American
operations.

OPERATING INCOME:

Operating income decreased $3.9 million,  or 74.5%, to $1.3 million in the three
months  ended March 31, 1999 from $5.3  million in the three  months ended March
31, 1998. As a percentage of revenues, operating income decreased to 0.8% in the
first quarter of 1999 from 3.8% in the first quarter of 1998.  This decrease was
primarily due to the increase in selling, general and administrative expenses as
a percentage of revenue as noted above.

                                       13
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

INTEREST EXPENSE, NET:

Interest expense, net of interest income, increased to $3.2 million in the three
months  ended March 31, 1999 from $2.6  million in the three  months ended March
31, 1998.  This increase was primarily due to higher  interest rates  associated
with the issuance of the  Company's  9.25% Senior  Subordinated  Notes in March,
1998,  which  refunded  debt that had variable  short term interest  rates.  The
increase  in interest  expense  was also  partially  attributable  to  increased
borrowings utilized to support the Company's growth.

INCOME TAX EXPENSE (BENEFIT):

The Company  recognized  a tax benefit of $0.2 million in the three months ended
March 31, 1999 compared to tax expense of $1.1 million in the three months ended
March  31,  1998.  This  charge  was  primarily  attributable  to the  change in
operating  results noted earlier.  The income tax (benefit) expense as a percent
of income (loss) before income taxes and minority interest decreased to 11.6% in
the three months ended March 31, 1999 from 39.9% in the three months ended March
31, 1998 primarily due to the impact of the change in operating results combined
with nondeductible expenses associated with acquisitions. .

NET INCOME (LOSS) FROM CONTINUING OPERATIONS AND NET INCOME (LOSS):

For the reasons  discussed above,  net income (loss) from continuing  operations
decreased  $3.5  million to $(1.5)  million in the three  months ended March 31,
1999 from $2.0  million in the three  months  ended  March 31,  1998.  After the
extraordinary  loss on  refinancing  of debt in the three months ended March 31,
1998, net income decreased $3.0 million.

LIQUIDITY AND CAPITAL RESOURCES:

Cash provided by operating  activities was approximately $7.9 million during the
three  month  period  ended March 31,  1999.  This was  primarily  the result of
non-cash  charges  and an  increase in other  liabilities,  partially  offset by
increases  in accounts  receivable.  The Company  anticipates  that the accounts
receivable  will  continue  to  grow,  using  working  capital,  as the  Company
continues to grow. Cash used in investing  activities in the three months period
ended March 31, 1999 was $7.5 million of capital expenditures.  Cash provided by
financing  activities  in the  three  month  period  ended  March  31,  1999  of
approximately  $0.5 million  primarily  related to  borrowings  on the Company's
available long term line of credit offset by repayments of notes payable.

At March 31, 1999, the Company had unused lines of credit totaling approximately
$35 million. The Company believes that funds generated from operations, existing
cash and the funds  available  under the credit  facility  will be sufficient to
finance its current operations, planned capital expenditures and internal growth
for the foreseeable future.

                                       14
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

YEAR 2000 ISSUE

The Year 2000  statement  which  follows  is a Year 2000  Readiness  Disclosure,
pursuant to the Year 2000  Information and Readiness  Disclosure Act, Public Law
No. 105-271.

The Company  recognizes the need to ensure its operations  will not be adversely
impacted by Year 2000  software  and  embedded  system  failures.  Specifically,
computational  errors and system failures are a known risk with respect to dates
after  December 31, 1999.  The Company has  established a central Y2K compliance
office that  reports  directly  to the Chief  Information  Officer.  Each of the
Company's  operating  units have also  designated  information  technology  (IT)
personnel to address the issues that the unit faces and to report to the central
Y2K compliance  office.  The Company has implemented a system which allows it to
track all IT and non-IT  systems and  facility  functions  for  compliance  with
industry Y2K standards.  This tracking  system allows the Company to monitor and
track each functional point as a single item grouped by how critical the item is
in the  Company's  ability to perform its daily  functions.  Based on the output
from this data and an analysis of the system reports,  the Company believes that
all  functional  points which are critical to the Company's  functions have been
identified and assessed.  Further,  the Company has developed a remediation plan
for each item in this critical list. Part of the Company's  remediation strategy
is in concert with its efforts to acquire or develop new and innovative  systems
for its internal operations.

IT  issues  - The  Company  is  moving  all of its IT  systems  into a state  of
readiness for the year 2000. The Company believes that it is making satisfactory
progress to ensure that it will be ready with all critical IT systems by the end
of June 1999.  The  functional  points  that are  defined as  critical IT issues
include  internal  and  external   computer   systems  for  revenue   generating
applications.  The Company has  developed  a strategy  for its mission  critical
internal  systems designed to have every functional point year 2000 compliant by
the end of June 1999. These internal systems represent  approximately 28% of the
overall  effort in the IT  applications  area.  The remaining 72% of the overall
effort in the IT area is in the interface and integration of external client and
vendor application  systems. The Company has implemented a three-step process of
contacting  significant  vendors  and clients to request  information  about the
status of their Y2K  compliance  efforts.  In  addition  to  communicating  with
significant  vendors, the Company is testing certain critical vendor application
systems for Y2K  compliance.  The Company  has started an  initiative  that will
identify  mitigation and contingency plans at both the business and technical IT
levels.  This  initiative  is scheduled  to be  completed  by July 31, 1999.  In
addition to communicating  with significant  clients,  the Company's strategy to
deal with non-compliant  external client customer data is a windowing  technique
that will enable such data to be used by the Company's systems.

Non IT issues  (facilities)  - Non-IT  issues,  with few  exceptions,  have been
classified into a non-critical  category.  The few exceptions  include dial tone
for the Company's  telephony and power from the Company's energy providers.  The
Company has  included  these  functional  points in the  critical  category  for
purposes  of  scheduling.  Based  on  communications  with  providers  of  these
services,  the Company  believes that these  services will not be interrupted by
Year  2000  failures.  The  Company's  contingency  plan  for the  loss of power
includes  generator  systems in the Company's  major  facilities.  The Company's
contingency  plan for loss of dial tone  includes  the  distribution  of network
services  across  several  providers.  This will allow the Company to  minimally
maintain its service levels in the event of a failure. The Company believes that
it is making  satisfactory  progress to ensure that all facility  related issues
that are material to operations will be compliant by the end of June 1999.

Phases - The  Company is  employing  a  four-phase,  nine-process  step  Project
Methodology that covers each aspect of Y2K compliance. The four phases are:

Phase 1           Assessment
Phase 2           Remediation
Phase 3           Verification and Testing
Phase 4           Implementation

                                       15
<PAGE>
Each  process  step  is  necessary  within  the  framework  and  provides  clear
management  checkpoints for gauging the progress of activity during execution of
the project plan. The following table outlines the phases and process steps:
<TABLE>
<CAPTION>

                                    Phase 1           Phase 2           Phase 3          Phase 4
                                    Verification/
Process Steps                       Assessment       Remediation       Testing          Implementation
------------------------------------------------------------------------------------------------------
<S>                                  <C>                <C>              <C>               <C>
1.  Recognition/Awareness            X                  X                X                 X
2.  Inventory                        X
3.  Evaluation                       X
4.  Determination                    X
5.  Remediation                      X
6.  Re-engineering                                      X
7.  Multi-level testing              X                  X                X                 X
8.  Implementation                                                                         X
9.  Post-implementation                                                                    X
</TABLE>
The  Company  has  clearly  defined  each of the  process  steps in the  Project
Methodology.  The  Recognition/Awareness  step included communication of the Y2K
issues and their importance  throughout the Company. The Inventory step included
the  identification  and  cataloging  of each  item that  must be  verified  for
compliance with Y2K processing.  The Evaluation step involved the evaluation and
categorization  of the  critical  nature  of  each  item  based  on  established
criteria.  The Determination step includes making informed management  decisions
regarding the strategy to be taken for each  individual  item.  The  Remediation
step  involves  repair of all  components  of a process  that  could  improperly
process dates.  The  Re-engineering  step consists of rewriting and/or replacing
whole  units of  software  code.  The  Multi-level  testing  step  involves  the
development of detailed testing criteria and the implementation of those testing
plans.  The  Implementation  step  involves the  coordination  of the release of
applications/systems into the live systems environment.  The Post-implementation
step will include the on-going monitoring of applications/systems that have been
repaired and placed into the live systems environment.

The Company has completed the Recognition /Awareness,  Inventory, and Evaluation
process steps for all items. The Company estimates that approximately 60% of all
items are entirely  completed.  Completed  items are either  compliant,  will be
retired prior to 2000, or are low priority items that do not affect business and
will be addressed at a later time (work around  processes will be  implemented).
In  addition,  the  Company  estimates  that  another  30% of all items that the
Company  believes it needs to complete to be Y2K  compliant are in process steps
within Phase 2 - Remediation, and a small number of items are in Phases 3 and 4.

Costs of Y2K  Compliance  - The Company  currently  estimates  that the costs to
become Y2K compliant will  approximate  $12-16  million.  The Company  currently
anticipates  that  approximately  50% of these  costs will be for  hardware  and
software and the  remainder  will be primarily  internal  personnel  costs.  The
Company  estimates  that it has  incurred  less than $7 million  of these  costs
through March 31, 1999.  The estimated  hardware and software costs are included
in the Company's  definition of Y2K costs in cases where such  expenditures have
been accelerated in order to address Y2K issues. These are the Company's current
cost estimates and they may change, perhaps materially.

Risks - There are many  risks  associated  with the Year 2000  issue,  including
without  limitation the  possibility  that the Company will be unable to receive
client phone calls or that the Company will be unable to initiate phone calls on
behalf of its clients.  Such possibilities  could have a material adverse effect
on the Company  depending on the nature of the cause and the speed with which it
could be corrected  or an  alternative  implemented.  If the  Company's  service
providers are unable to provide network switching  capability,  the Company will
be unable to perform its revenue-producing  activities.  If the Company's client
customer data does not have Year 2000  compliant  dates,  additional  processing
will be required  before  revenue-producing  activities  using these data can be
performed.  If internal systems or vendor application  systems fail, the Company
will be unable to perform  revenue-producing  activities  until such time as the
problem can be isolated and repaired.

The Company  believes that its critical  internal systems and procedures will be
ready and tested before the year 2000.

                                       16
<PAGE>
The Company  believes  that its  reasonably  likely  worst case  scenarios  will
revolve around  external  factors  including  vendors and clients.  Although the
Company expects to focus approximately 72% of its efforts in the IT area on this
external  exposure,  the Company has far less control over these  issues.  It is
reasonably  likely that not all of the Company's  clients will have all of their
internal systems year 2000 compliant before January 1, 2000.

As additional  verification  of  readiness,  the Company has  contracted  for an
external  Y2K  program  review.  This  work,  which has been  nearly  completed,
includes an independent  third party review of the program to address Y2K issues
in every  region of the  Company.  This  project is being  undertaken  to verify
readiness as well as identify areas of additional need. The costs of the project
and the dates on which the Company plans to complete the Y2K  modifications  are
based  on  management's  best  estimates,  which  were  derived  using  numerous
assumptions of future events,  including the continued  availability  of certain
resources,  third party  modification  plans, the Company's ability to implement
compliance in certain critical areas and other factors. However, there can be no
assurance that these estimates will be achieved, and actual results could differ
materially  from those plans.  The severity of problems to be  confronted by the
Company  for  partial or  complete  non-compliance  will  depend on a variety of
factors (such as the nature of the resulting problem and the speed with which it
could be corrected or an alternative  implemented)  which are currently unknown.
Due to the general uncertainty  inherent in the Year 2000 problem,  resulting in
part from the uncertainty of the Year 2000 readiness of vendors and clients, the
Company is unable to  determine at this time  whether the  consequences  of Year
2000  failures  will  have  a  material  impact  on  the  Company's  results  of
operations, liquidity or financial condition.

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' teleservicing campaigns and the commencement of new contracts,  revenue
mix, and the timing of additional selling,  general and administrative  expenses
to support new business.  The Company experiences periodic  fluctuations related
to both the start-up costs  associated  with expansion into a new region and the
implementation of clients' teleservicing  activities. 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 which often occurs 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.

ACCOUNTING PRONOUNCEMENTS

Statement  of  Financial   Accounting  Standard  ("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 is effective  for all fiscal  quarters of fiscal years
beginning after June 15, 1999. The Company anticipates  adopting this accounting
pronouncement in the third quarter of 1999; however, management believes that it
will not have a  significant  impact  on the  Company's  consolidated  financial
statements.

                                       17
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

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,  dependence on key personnel and control by management, and
risks associated with Year 2000 failures (see discussion above under the caption
"Year 2000 Issue"). 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.

                                       18
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

PART II - OTHER INFORMATION

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

     (a)  Exhibits:

            10.1  Amendment No. 1 to the Amended and Restated SITEL Corporation
                  1995 Non-Employee Directors Stock Option Plan
        (1) 10.2  SITEL Corporation 1999 Stock Incentive Plan
        (2) 10.3  Amendment No. 1 to the SITEL Corporation 1999 Stock Incentive
                  Plan
            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.



--------------------------------------------
     (1)  Previously  filed  as  Exhibit  4.1  to  the  Company's   Registration
          Statement on Form S-8 (Registration No. 333-78241)
     (2)  Previously  filed  as  Exhibit  4.2  to  the  Company's   Registration
          Statement on Form S-8 (Registration No. 333-78241)

                                       19
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

Date:  May 14, 1999               SITEL Corporation

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

                                       20
<PAGE>
                                  EXHIBIT INDEX

      10.1    Amendment No. 1 to the Amended and Restated SITEL Corporation 1995
              Non-Employee Directors Stock Option Plan

  (1) 10.2    SITEL Corporation 1999 Stock Incentive Plan
  (2) 10.3    Amendment No. 1 to the SITEL Corporation 1999 Stock Incentive Plan
      27      Financial Data Schedule





--------------------------------------------
     (1)  Previously  filed  as  Exhibit  4.1  to  the  Company's   Registration
          Statement on Form S-8 (Registration No. 333-78241)

     (2)  Previously  filed  as  Exhibit  4.2  to  the  Company's   Registration
          Statement on Form S-8 (Registration No. 333-78241)

                                       21