Exhibit 3.2

                                  Amendment to
                Amended and Restated Bylaws of SITEL Corporation

                        Effective as of November 6, 1998

               (the following new sections are added at the end of
                      Article II. MEETINGS OF SHAREHOLDERS)

Section 9.   Advance Notice of Shareholder Nominees

Nominations  of persons for election to the board of directors  may be made at a
meeting  of  shareholders  either  (a) by or at the  direction  of the  board of
directors  or (b)  by any  shareholder  entitled  to  vote  on the  election  of
directors at the meeting who has complied with the notice  procedures  set forth
in this Section.

A  shareholder  who  desires to  nominate a person for  election to the board of
directors at a meeting of  shareholders  must give timely  written notice of the
proposed  nomination (a "Shareholder's  Nominee Notice") to the secretary of the
corporation.  To be timely,  a Shareholder's  Nominee Notice must be received at
the principal  executive  offices of the  corporation not later than one hundred
twenty  (120)  calendar  days in  advance  of the  date  (month  and day) of the
previous year's annual proxy statement; provided, however, that in the event the
date of the forthcoming  annual meeting of shareholders has been changed by more
than thirty  (30) days from the date  contemplated  at the time of the  previous
year's proxy  statement,  a  Shareholder's  Nominee  Notice must be received not
later than the close of business on the tenth (10th) day  following  the earlier
of (a) the day on which notice of the date of the forthcoming meeting was mailed
or given to shareholders  or (b) the day on which public  disclosure of the date
of the forthcoming  meeting was made; and provided  however,  that in respect of
the 1999 annual meeting of shareholders,  a Shareholder's Nominee Notice must be
received no later than January 3, 1999.

A Shareholder's  Nominee Notice shall set forth as to each person,  if any, whom
the  shareholder  proposes to nominate for election or re-election as a director
(a) the name, age, business address,  and residence address of such person,  (b)
the principal  occupation or employment of such person, (c) the class and number
of shares of capital stock of the corporation  which are  beneficially  owned by
such person, (d) any other information  relating to such person that is required
by law or  regulation  to be  disclosed  in  solicitations  of  proxies  for the
election of directors, and (e) such person's written consent to being named as a
nominee and to serve as a director if elected.  A  Shareholder's  Nominee Notice
shall  also set forth as to the  shareholder  giving the notice (a) the name and
address,  as they appear on the books of the corporation,  of such  shareholder,
(b) the class and number of shares of capital stock of the corporation which are
beneficially owned by such shareholder, (c) a description of all arrangements or
understandings between such shareholder and each nominee and any other person or
persons (naming such person or persons)  relating to the nomination  proposed to
be made by such shareholder,  and (d) any other  information  required by law or
regulation  to be provided by a  shareholder  intending to nominate a person for
election as a director of the corporation.

No person shall be eligible for election as a director of the corporation unless
nominated in  compliance  with the  procedures  set forth in this  Section.  The
chairman of the meeting shall,  if the facts  warrant,  determine and declare at
the meeting that a nomination  was not made in  compliance  with the  procedures
prescribed by this Section;  any nomination which the chairman so determines and
declares  to be  non-compliant  with the  procedures  in this  Section  shall be
disregarded.

Section 10.   Advance Notice of Shareholder Business

At an annual meeting of  shareholders,  only such business shall be conducted as
shall have been  properly  brought  before the meeting.  To be properly  brought
before an annual meeting of  shareholders,  business must be (a) as specified in
the  notice  of the  meeting  (or any  supplement  thereto)  given  by or at the
direction of the board of directors,  (b) otherwise  properly brought before the
meeting  by or at the  direction  of the board of  directors,  or (c)  otherwise
properly brought before the meeting by a shareholder.

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Business to be brought  before an annual  meeting by a shareholder  shall not be
considered  properly  brought if the  shareholder  has not given  timely  notice
thereof  in  writing  to the  secretary  of the  corporation  (a  "Shareholder's
Proposal  Notice").  To be  timely,  a  Shareholder's  Proposal  Notice  must be
received at the principal  executive  offices of the  corporation not later than
one hundred twenty (120) calendar days in advance of the date (month and day) of
the previous year's annual proxy statement; provided, however, that in the event
the date of the forthcoming  annual meeting of shareholders  has been changed by
more  than  thirty  (30)  days  from  the date  contemplated  at the time of the
previous  year's  proxy  statement,  a  Shareholder's  Proposal  Notice  must be
received not later than the close of business on the tenth (10th) day  following
the earlier of (a) the day on which notice of the date of the forthcoming annual
meeting  was  mailed or given to  shareholders  or (b) the date on which  public
disclosure of the date of the forthcoming  annual meeting was made; and provided
however,  that  in  respect  of the  1999  annual  meeting  of  shareholders,  a
Shareholder's Proposal Notice must be received no later than January 3, 1999.

A  Shareholder's  Proposal  Notice  shall  set  forth  as  to  each  matter  the
shareholder  proposes to bring before the annual meeting (a) a brief description
of the business  desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting,  (b) the name and address of
the shareholder  proposing such business,  (c) the class and number of shares of
capital  stock  of  the  corporation   which  are  beneficially   owned  by  the
shareholder,  (d) any material interest of the shareholder in such business, and
(e) any other  information  that is required by law or regulation to be provided
by the shareholder in its capacity as a proponent of a shareholder proposal.

Notwithstanding  anything in these Bylaws to the contrary,  no business shall be
conducted at any annual meeting of  shareholders  except in compliance  with the
procedures  set forth in this  Section.  The  chairman of the annual  meeting of
stockholders  shall, if the facts warrant,  determine and declare at the meeting
that business was not properly brought before the meeting in compliance with the
provisions of this Section;  any such business which the chairman determines and
declares was not properly brought before the meeting shall not be transacted.

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