EXHIBIT 3.1

                               AMENDMENT NO. 3 TO
                AMENDED AND RESTATED BYLAWS OF SITEL CORPORATION

             (as approved by the Board of Directors on March 2, 2001
                and approved by the Shareholders on May 4, 2001)

     RESOLVED,  that the  Board  of  Directors  hereby  approves  the  following
proposed  amendment to the Amended and Restated Bylaws of the  Corporation,  and
directs that such proposed  amendment shall be submitted to the  shareholders of
the Corporation for approval at the 2001 annual shareholders meeting:

     RESOLVED, that Sections 2, 4 and 7 of Article III ("Board of Directors") of
the Amended and Restated SITEL Corporation  Bylaws are amended to state in their
entirety as follows:

     Section 2.  Number,  Election  and Term of Office.  The number of directors
which shall  constitute the Board of Directors  shall be nine (9). The directors
shall be divided into three classes,  consisting of Classes I, II, and III, with
each class having three (3) directors. The current term of office of the Class I
directors shall expire at the 2002 annual meeting of  shareholders.  The current
term of office of the Class II directors shall expire at the 2003 annual meeting
of  shareholders.  The current term of office of the Class III  directors  shall
expire at the 2001 annual meeting of shareholders.  Directors elected to succeed
those directors whose terms have thereupon expired shall be elected to a term to
expire at the third (3rd) succeeding annual meeting of shareholders  after their
election,  and upon the election and qualification of their  successors.  If the
number of directors is changed,  any increase or decrease  shall be  apportioned
among the  classes so as to  maintain  or  attain,  if  possible,  the number of
directors  in each  class as  nearly  equal as  possible,  but in no case will a
decrease in the number of directors shorten the term of any incumbent director.

     Section 4.  Vacancies.  Any  vacancies  in the board of  directors  for any
reason and any newly created  directorships  resulting by reason of any increase
in the number of directors may be filled only by the board of directors,  acting
by a majority of the remaining  directors  then in office,  although less than a
quorum,  or by a sole remaining  director,  and any directors so appointed shall
hold office until the next election of the class for which such  directors  have
been chosen  and, in either  instance,  until their  successors  are elected and
qualified or their earlier resignation or removal.

     Section 7. Quorum.  A majority of the directors  currently  holding  office
shall  constitute  a  quorum  for the  transaction  of  business.  The vote of a
majority of directors present at a meeting at which a quorum is present shall be
the act of the board of directors.  If a quorum is not present at any meeting of
the board of directors,  then the directors  present at such meeting may adjourn
the meeting from time to time,  without  notice other than  announcement  at the
meeting,  until a quorum  shall be present.  If a quorum is present  when a duly
called or held  meeting is  convened,  the  directors  present  may  continue to
transact business until  adjournment,  even though the withdrawal of a number of
directors  originally present leaves less than the proportion otherwise required
for a quorum.