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 March 31, 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 incorporation or organization)     (I.R.S. Employer
                                                            Identification No.)

                      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 April 28,  2000,  the  Company  had  70,995,591  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
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS.......................13

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET  RISK...........17

PART II -- OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................18

Signature.....................................................................19

                                       1
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED CONDENSED BALANCE SHEETS

                      DECEMBER 31, 1999 AND MARCH 31, 2000
                        (in thousands, except share data)
<TABLE>
<CAPTION>

                                                                                 DECEMBER 31,    MARCH 31,
                                                                                   1999            2000
                                                                                -----------     ------------
                                   ASSETS                                                        (UNAUDITED)
Current assets:
<S>                                                                           <C>             <C>
     Cash and cash equivalents                                                $     22,305    $      18,376
     Trade accounts receivable (net of allowance for doubtful accounts of
        $5,622 and $4,932 in 1999 and 2000, respectively)                          164,473          161,662
     Prepaid expenses                                                                7,997            8,002
     Deferred income taxes                                                           1,950               --
     Other current assets                                                            7,825            4,943
                                                                                -----------     ------------
               Total current assets                                                204,550          192,983

Property and equipment, net                                                        118,349          110,305
Goodwill, net                                                                       85,258           82,749
Deferred income taxes                                                               15,649           16,881
Other assets                                                                         8,440            8,798
                                                                                -----------     ------------
               Total assets                                                   $    432,246    $     411,716
                                                                                ===========     ============

                    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Note payable                                                             $      7,337    $       4,549
     Current portion of long-term debt                                               2,838            2,011
     Current portion of capitalized lease obligations                                4,308            3,780
     Trade accounts payable                                                         37,592           33,161
     Income taxes payable                                                            7,135            6,087
     Accrued wages, salaries and bonuses                                            19,893           28,437
     Accrued operating expenses                                                     28,922           24,392
     Deferred revenue and other                                                      9,141           10,795
     Deferred income taxes                                                              --              239
                                                                                -----------     ------------
               Total current liabilities                                           117,166          113,451

Long-term debt, excluding current portion                                          136,077          117,556
Capitalized lease obligations, excluding current portion                            12,253           11,158
Deferred compensation                                                                1,905            2,150

Minority interest                                                                    4,147            4,508

Stockholders' equity:
     Common stock, voting, $.001 par value 200,000,000 shares authorized,
        68,170,828 and 69,990,780 shares issued and outstanding in 1999
        and 2000, respectively                                                          68               70
     Paid-in capital                                                               165,870          168,404
     Accumulated other comprehensive income (loss)                                 (12,757)         (16,116)
     Retained earnings                                                               7,517           10,535
                                                                                -----------     ------------
               Total stockholders' equity                                          160,698          162,893
                                                                                -----------     ------------
               Total liabilities and stockholders' equity                     $    432,246    $     411,716
                                                                                ===========     ============
</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)

                      (in thousands, except per share data)
<TABLE>
<CAPTION>

                                                                                                    FOR THE
                                                                                               THREE MONTHS ENDED
                                                                                           MARCH 31,        MARCH 31,
                                                                                             1999              2000
                                                                                         ------------     --------------
<S>                                                                                    <C>              <C>
Revenues                                                                               $     164,185    $       198,611
                                                                                         ------------     --------------
Operating expenses:
     Cost of services                                                                         88,465            109,987
     Selling, general and administrative expenses                                             74,382             79,372
                                                                                         ------------     --------------
                Total operating expenses                                                     162,847            189,359
                                                                                         ------------     --------------
                Operating income                                                               1,338              9,252

Other income (expense):
     Interest expense, net                                                                    (3,156)            (3,436)
     Other income, net                                                                            63                (66)
                                                                                         ------------     --------------
                Income (loss) before income taxes and minority interest                       (1,755)             5,750

Income tax expense (benefit)                                                                    (203)             2,474
Minority interest                                                                                (69)               258
                                                                                         ------------     --------------
                Net income (loss)                                                      $      (1,483)   $         3,018
                                                                                         ============     ==============
Income (loss) per common share:
     Basic                                                                             $       (0.02)   $          0.04
     Diluted                                                                           $       (0.02)   $          0.04

Weighted average common shares outstanding:
     Basic                                                                                    64,842             69,161
     Diluted                                                                                  64,842             75,786
</TABLE>
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)

                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                                     FOR THE
                                                                                               THREE MONTHS ENDED
                                                                                           MARCH 31,      MARCH 31,
                                                                                             1999             2000
                                                                                          -----------     --------------
<S>                                                                                    <C>              <C>
Net income (loss)                                                                      $      (1,483)   $         3,018
Adjustments to reconcile net income (loss) to net cash provided by
     operating activities:
         Depreciation and amortization                                                        11,095             12,178
         Change in assets and liabilities:
            Trade accounts receivable                                                        (12,427)               733
            Other assets                                                                         723              2,853
            Trade accounts payable                                                              (211)            (3,949)
            Other liabilities                                                                 10,161              5,987
                                                                                          -----------     --------------
                Net cash provided by operating activities                                      7,858             20,820
                                                                                          -----------     --------------

Cash flows from investing activities:
     Purchases of property and equipment                                                      (7,479)            (5,091)
                                                                                          -----------     --------------
                Net cash used in investing activities                                         (7,479)            (5,091)
                                                                                          -----------     --------------

Cash flows from financing activities:
     Borrowings on note payable                                                                1,501                 --
     Repayments of note payable                                                               (7,153)            (2,632)
     Borrowings on long-term debt                                                             11,242             15,000
     Repayment of long-term debt and capitalized lease obligations                            (5,030)           (35,318)
     Common stock issued, net of expenses                                                         --              2,544
     Other                                                                                       (18)                (7)
                                                                                          -----------     --------------
                Net cash provided by (used in) financing activities                              542            (20,413)
                                                                                          -----------     --------------

Effect of exchange rates on cash                                                                 884                755
                                                                                          -----------     --------------
                Net increase (decrease) in cash                                                1,805             (3,929)

Cash and cash equivalents, beginning of period                                                14,472             22,305
                                                                                          -----------     --------------
Cash and cash equivalents, end of period                                               $      16,277    $        18,376
                                                                                          ===========     ==============
</TABLE>
The  accompanying  notes  are an  integral  part of the  consolidated  condensed
financial statements.

                                        4
<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  $(6,561,000) and $(341,000) for
the three months  ended March 31, 1999 and 2000,  respectively.  The  difference
between the Company's reported net income (loss) and comprehensive income (loss)
for those  three-month  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 income (loss) included
in the Company's  Consolidated  Condensed Balance Sheet at December 31, 1999 and
March 31, 2000 is primarily due to the accumulated currency exchange adjustment.

3.    SUBSEQUENT EVENT:

On May 4, 2000, the Company announced a strategic partnership with Bellsystem24,
Inc.,  Japan's largest  comprehensive  marketing agency.  Under the terms of the
partnership,  Bellsystem24  will  provide  services and support in Japan for the
Company's  clients  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 will restructure its operations in Japan and sell
the assets  associated  with its contact center in Japan to  Bellsystem24.  As a
result,  the  Company  estimates  that it will incur a  restructuring  charge of
approximately  $3.5 million  (approximately  $2.0 million,  net of taxes) in the
second quarter of 2000.

                                       5                             (Continued)
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements

4.    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 March 31,  2000,  and for the three
                      months  ended  March  31,  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   nonguarantor
                      subsidiaries); and

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

                                       6                             (Continued)
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements

4.    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>

                                       7                             (Continued)
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements

4.    SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):

                      CONDENSED CONSOLIDATING BALANCE SHEET
                                 MARCH 31, 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          $       1,098 $          3,787 $          13,491  $            --  $         18,376
     Trade accounts receivable, net           123,341            2,766            78,522          (42,967)          161,662
     Prepaid expenses and other
         current assets                         2,671               38            10,929             (693)           12,945
                                          ------------  ---------------  ----------------   --------------   ---------------
                Total current assets          127,110            6,591           102,942          (43,660)          192,983

Property and equipment, net                    45,946            3,390            60,969               --           110,305
Goodwill, net                                  21,317               --            61,432               --            82,749
Deferred income taxes                          10,090               --             6,791               --            16,881
Other assets                                    7,678               88             1,032               --             8,798
Investments in subsidiaries                   109,564           82,952                --         (192,516)               --
Notes receivable, intercompany                     --           19,758                --          (19,758)               --
                                          ------------  ---------------  ----------------   --------------   ---------------
                Total assets            $     321,705 $        112,779 $         233,166  $      (255,934) $        411,716
                                          ============  ===============  ================   ==============   ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Notes payable                      $          -- $             -- $           4,549  $            --  $          4,549
     Current portion of long-term debt             --               --             2,011               --             2,011
     Current portion of capitalized
         lease obligations                      2,215               39             1,526               --             3,780
     Trade accounts payable                    12,009            1,424            62,695          (42,967)           33,161
     Accrued expenses and other
         current liabilities                   25,997            1,752            42,894             (693)           69,950
                                          ------------  ---------------  ----------------   --------------   ---------------
                Total current liabilities      40,221            3,215           113,675          (43,660)          113,451
                                          ------------  ---------------  ----------------   --------------   ---------------
Long-term debt, excluding
     current portion                          112,500               --             5,056               --           117,556
Capitalized lease obligations,
     excluding current portion                  3,941               --             7,217               --            11,158
Notes payable, intercompany                        --               --            19,758          (19,758)               --
Deferred compensation                           2,150               --                --               --             2,150

Minority interest                                  --               --             4,508               --             4,508

Stockholders' equity                          162,893          109,564            82,952         (192,516)          162,893
                                          ------------  ---------------  ----------------   --------------   ---------------
                Total liabilities and
                    stockholders'
                    equity              $     321,705 $        112,779 $         233,166  $      (255,934) $        411,716
                                          ============  ===============  ================   ==============   ===============
</TABLE>
                                       8                             (Continued)
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements

4.    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 (losses) 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                             (Continued)
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements

4.    SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):

                   CONDENSED CONSOLIDATING STATEMENT OF INCOME
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                            GUARANTOR     NONGUARANTOR
                                            PARENT         SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                            ------         ------------   ------------    ------------    ------------

<S>                                     <C>             <C>            <C>            <C>              <C>
Revenues                                $     97,427    $     8,330    $    93,222    $        (368)   $        198,611
Operating expenses:
     Cost of services                         52,448          4,441         53,098               --             109,987
     Selling, general and administrative
         expenses                             41,224          2,984         35,532             (368)             79,372
                                          -----------     ----------     ----------     ------------     ---------------
                Total operating
                    expenses                  93,672          7,425         88,630             (368)            189,359
                                          -----------     ----------     ----------     ------------
                Operating income               3,755            905          4,592               --               9,252
                                          -----------     ----------     ----------     ------------     ---------------
Other income (expense):
     Equity in earnings (losses) of
         subsidiaries, net of tax              2,154          1,324             --           (3,478)                 --
     Intercompany charges                         --            503           (503)              --                  --
     Interest income (expense), net           (2,964)          (130)          (342)              --              (3,436)
     Other income (expense)                       (6)            --            (60)              --                 (66)
                                          -----------     ----------     ----------     ------------     ---------------
                Total other income
                    (expense)                   (816)         1,697           (905)          (3,478)             (3,502)
                                          -----------     ----------     ----------     ------------     ---------------
                Income before
                    income taxes and
                    minority interest          2,939          2,602          3,687           (3,478)              5,750

Income tax expense (benefit)                     (79)           448          2,105               --               2,474
Minority interest                                 --             --            258               --                 258
                                          -----------     ----------     ----------     ------------     ---------------
                Net income              $      3,018    $     2,154    $     1,324    $      (3,478)   $          3,018
                                          ===========     ==========     ==========     ============     ===============
</TABLE>
                                      10                             (Continued)
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements


4.    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                             (Continued)
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements


4.    SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED):

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                            GUARANTOR     NONGUARANTOR
                                            PARENT         SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                            ------         ------------   ------------    ------------    ------------
<S>                                     <C>             <C>            <C>            <C>              <C>
Net cash provided by
     operating activities               $      3,856    $     3,052    $    13,912    $          --    $         20,820
                                          -----------     ----------     ----------     ------------     ---------------

Cash flows from investing activities:
     Investments in subsidiaries               1,987            676             --           (2,663)                 --
     Purchases of property and
         equipment                            (1,881)           (56)        (3,154)              --              (5,091)
                                          -----------     ----------     ----------     ------------     ---------------
                Net cash provided by
                    (used in) investing
                    activities                   106            620         (3,154)          (2,663)             (5,091)
                                          -----------     ----------     ----------     ------------     ---------------
Cash flows from financing activities:
     Repayments of notes payable                  --             --         (2,632)              --              (2,632)
     Borrowings on long-term debt             15,000             --             --               --              15,000
     Repayment of long-term debt
         and capital lease obligations       (33,055)            --         (2,263)              --             (35,318)
     Common stock issued, net
         of expenses                           2,544             --             --               --               2,544
     Net borrowings and payments
         on intercompany balances              5,177             --         (5,177)              --                  --
     Net capital contribution from
         parent                                   --         (1,987)          (676)           2,663                  --
     Other                                        (7)            --             --               --                  (7)
                                          -----------     ----------     ----------     ------------     ---------------
                Net cash used in
                    financing activities     (10,341)        (1,987)       (10,748)           2,663             (20,413)
                                          -----------     ----------     ----------     ------------     ---------------
Effect of exchange rates on cash                  --             --            755               --                 755
                                          -----------     ----------     ----------     ------------     ---------------
                Net increase (decrease)
                    in cash                   (6,379)         1,685            765               --              (3,929)

Cash and cash equivalents,
     beginning of period                       7,477          2,102         12,726               --              22,305
                                          -----------     ----------     ----------     ------------     ---------------
Cash and cash equivalents,
     end of period                      $      1,098    $     3,787    $    13,491    $          --    $         18,376
                                          ===========     ==========     ==========     ============     ===============
</TABLE>

                                       12
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

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

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.

THREE MONTHS ENDED MARCH 31, 2000 VS. THREE MONTHS ENDED MARCH 31, 1999

REVENUES:
---------

Revenues  increased  $34.4  million,  or 21.0%,  to $198.6  million in the three
months ended March 31, 2000 from $164.2  million in the three months ended March
31, 1999. Of this  increase,  approximately  $13.2 million was  attributable  to
services  initiated  for  new  clients  and  approximately   $21.2  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 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.  Implementations  of
large  contracts  in which the  implementation  costs are  reflected in selling,
general and administrative expenses can significantly impact cost of services as
of percent of revenue. Accordingly, cost of services as a percent of revenue can
vary,  sometimes  significantly,  from  quarter  to  quarter.  Cost of  services
increased $21.5 million,  or 24.3%, to $110.0 million for the three months ended
March 31, 2000 from $88.5  million for the three  months  ended March 31,  1999.
Revenues  include  amounts in payment of certain  technology  costs and services
under a major contract, the costs of which are included in selling,  general and
administrative  expenses.  These revenues were $8.4 million and $6.3 million for
the three  months  ended March 31, 1999 and 2000,  respectively.  Excluding  the
impact of these revenues, cost of services as a percentage of revenues increased
to 57.2% in the first  quarter of 2000 from  56.8% in the first  quarter of 1999
primarily due to higher labor costs in Spain.

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  increased $5.0 million,  or 6.7%, to $79.4 million
for the three  months  ended  March

                                       13
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

31, 2000 from $74.4  million for the three  months  ended March 31,  1999.  As a
percentage of revenues,  selling,  general and administrative expenses decreased
to 40.0% in the first  quarter of 2000 from 45.3% in the first  quarter of 1999.
Excluding the technology  costs  associated with the major contract noted above,
selling,   general  and  administrative  expenses  increased  10.7%  and,  as  a
percentage  of revenues,  decreased  to 38.0% in the first  quarter of 2000 from
42.4% in the first quarter of 1999. This decrease was primarily  attributable to
cost  reduction  efforts over the past 12 months and the  leveraging of overhead
through revenue growth.

OPERATING INCOME:
-----------------

Operating income  increased $7.9 million,  a nearly six-fold  increase,  to $9.3
million for the three  months  ended  March 31,  2000 from $1.3  million for the
three months ended March 31, 1999. As a percentage of revenues, operating income
increased to 4.7% in the first quarter of 2000 from 0.8% in the first quarter of
1999.  This increase was  primarily due to the decrease in selling,  general and
administrative expenses as a percentage of revenue as noted above.

INTEREST EXPENSE, NET:
----------------------

Interest  expense,  net of interest  income,  increased  to $3.4 million for the
three  months  ended March 31, 2000 from $3.2 million for the three months ended
March 31, 1999.  This increase was primarily  due to higher  average  borrowings
utilized to support the Company's growth.

INCOME TAX EXPENSE (BENEFIT):
-----------------------------

Income tax expense for the three  months  ended March 31, 2000 was $2.5  million
compared to a benefit of $0.2 million for the three months ended March 31, 1999.
Income tax expense as a percentage 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) FROM CONTINUING OPERATIONS AND NET INCOME (LOSS):
-------------------------------------------------------------------

For the reasons  discussed above,  net income (loss) from continuing  operations
increased $4.5 million to $3.0 million for the three months ended March 31, 2000
from ($1.5) million for the three months ended March 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES:
--------------------------------

Cash provided by operating  activities was $20.8 million during the three months
ended  March  31,  2000.   This  was  primarily  the  result  of  income  before
depreciation  and  amortization  of $15.2  million  and an  increase  in accrued
expenses. Although accounts receivable decreased during the quarter, the Company
anticipates  that accounts  receivable  will increase in future  periods,  using
working capital,  as the Company  continues to grow. The Company  purchased $5.1
million of property and equipment in the three months ended March 31, 2000.  The
Company  anticipates that capital  expenditures will increase in future quarters
to support the growth of its

                                       14
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

business;  however, total capital expenditures in 2000 are currently anticipated
to be less than in 1999.  Cash used in financing  activities  was $20.4  million
primarily  related to  reductions of  borrowings  under the Company's  long-term
revolving credit facility.

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.  At March 31, 2000, the
Company had unused lines of credit  totaling $52.4  million.  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. 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  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.

YEAR 2000 ISSUE
---------------

The Company recognized the need to ensure Year 2000 software and embedded system
failures would not adversely impact its operations. Specifically,  computational
errors  and  system  failures  were a known  risk with  respect  to dates  after
December 31, 1999. The Company  established a central Y2K compliance office that
reported directly to the Chief Information  Officer. The Company has experienced
no significant  problems  related to Year 2000 issues.  In instances where minor
incidents  were reported,  contingency  plans were invoked and service levels to
our clients were maintained. These minor occurrences had no impact on day-to-day
operations  and were repaired with no financial  impact.  The Company  estimates
that the cost to become Y2K compliant was approximately $11 million.

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.

                                       15
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

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  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, 2001. The Company  anticipates
adopting this accounting  pronouncement  in the third quarter of 2001;  however,
management  believes that it will not have a significant impact on the Company's
consolidated financial statements.

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.  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.

                                       16
<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.

                                       17
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

PART II -- OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.
           ---------------------------------

           (a)    Exhibits:

                         10.1    Employment Agreement with Phillip A. Clough
                         10.2    Employment Agreement with W. Gar Richlin
                         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.

                                       18
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

                                    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:  May 12, 2000          SITEL Corporation

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

                                       19
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

                                  EXHIBIT INDEX

                         10.1    Employment Agreement with Phillip A. Clough
                         10.2    Employment Agreement with W. Gar Richlin
                         27      Financial Data Schedule

                                       20