<PAGE>

                                  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 from ___________________ to ___________________.

Commission File Number:            0-20807
                                   -------

                                 ICT GROUP, INC.
                 -----------------------------------------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                23-2458937
-------------------------------         -----------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

  800 Town Center Drive, Langhorne PA                   19047
---------------------------------------       ----------------------------
(Address of principal executive offices)             (Zip Code)

                                  215-757-0200
               --------------------------------------------------
               Registrant's telephone number, includingarea code.


         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
                                        ---   ---

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.

         Common Shares, $0.01 par value, 11,821,025 shares outstanding as of May
5, 2000.

<PAGE>

                                 ICT GROUP, INC.

                                      INDEX

<TABLE>
<CAPTION>
PART 1                                 FINANCIAL INFORMATION                                         PAGE
<S>                        <C>                                                                        <C>
         Item 1            CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

                           Consolidated Balance Sheets -
                             March 31, 2000 and December 31, 1999                                       3

                           Consolidated Statements of Operations -
                             Three months ended March 31, 2000 and 1999                                 5

                           Consolidated Statements of Cash Flows -
                             Three months ended March 31, 2000 and 1999                                 6

                           Notes to Consolidated Financial Statements                                   7


         Item 2            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                             FINANCIAL CONDITION AND RESULTS OF OPERATIONS                             10


PART II                                 OTHER INFORMATION


         Item 1            LEGAL PROCEEDINGS                                                           14

         Item 6            EXHIBITS AND REPORTS ON FORM 8-K                                            14


SIGNATURES                                                                                             15

</TABLE>
                                       2

<PAGE>

                        ICT GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                          March 31,       December 31,
                                                            2000             1999
                                                          ---------       ------------
<S>                                                       <C>            <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                 $7,727           $12,239
  Accounts receivable, net                                  35,371            28,796
  Prepaid expenses and other                                 2,581             2,600
  Deferred income taxes                                        556               556
                                                           -------           -------
             Total current assets                           46,235            44,191
                                                           -------           -------

PROPERTY AND EQUIPMENT, net
  Communications and computer equipment                     49,120            41,970
  Furniture and fixtures                                     9,950             9,557
  Leasehold improvements                                     4,769             4,678
                                                           -------           -------
                                                            63,839            56,205
  Less:  Accumulated depreciation and amortization         (28,872)          (26,784)
                                                           -------           -------
                                                            34,967            29,421
                                                           -------           -------

DEFERRED INCOME TAXES                                        2,858             2,858

OTHER ASSETS                                                 1,608             1,603
                                                           -------           -------
                                                           $85,668           $78,073
                                                           =======           =======

</TABLE>

        The accompanying notes are an integral part of these statements.

                                       3
<PAGE>

                        ICT GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                     March 31,            December 31,
                                                                       2000                   1999
                                                                     ---------            ------------
<S>                                                                  <C>                  <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt                                    $8,000                $4,000
  Current portion of capitalized lease obligations                        459                   525
  Accounts payable                                                      7,751                 7,869
  Accrued expenses                                                      5,857                 5,031
                                                                      -------               -------
             Total current liabilities                                 22,067                17,425
                                                                      -------               -------

LONG-TERM DEBT                                                         12,000                10,000
                                                                      -------               -------

CAPITALIZED LEASE OBLIGATIONS                                             209                   308
                                                                      -------               -------

SHAREHOLDERS' EQUITY:
  Preferred stock, $0.01 par value 5,000 shares authorized,
     none issued                                                           --                    --
  Common Stock, $0.01 par value, 40,000 shares authorized,
     11,820 and 11,810 shares issued and outstanding                      118                   118
  Additional paid-in capital                                           49,403                49,403
  Retained earnings                                                     2,766                 1,554
  Accumulated other comprehensive loss                                   (895)                 (735)
                                                                      -------               -------
             Total shareholders' equity                                51,392                50,340
                                                                      -------               -------
                                                                      $85,668               $78,073
                                                                      =======               =======
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       4

<PAGE>
                        ICT GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                            March 31,
                                                                   -------------------------
                                                                     2000             1999
                                                                   -------           -------
<S>                                                                <C>               <C>
NET REVENUES                                                       $41,285           $36,951

OPERATING EXPENSES:
  Cost of services                                                  23,450            20,388
  Selling, general and administrative                               15,681            14,653
                                                                   -------           -------
                                                                    39,131            35,041
                                                                   -------           -------
                Operating income                                     2,154             1,910

INTEREST EXPENSE, NET                                                  167               248
                                                                   -------           -------
                Income before income taxes                           1,987             1,662

INCOME TAXES                                                           775               648
                                                                   -------           -------
NET INCOME                                                          $1,212            $1,014
                                                                   =======           =======
EARNINGS PER SHARE:
   Basic earnings per share                                          $0.10             $0.09
                                                                   =======           =======
   Diluted earnings per share                                        $0.10             $0.08
                                                                   =======           =======

   Shares used in computing basic earnings per share                11,814            11,643
                                                                   =======           =======
   Shares used in computing diluted earnings per share              12,406            12,043
                                                                   =======           =======
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       5
<PAGE>

                        ICT GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                    March 31,
                                                                           --------------------------
                                                                            2000                1999
                                                                           ------              ------
<S>                                                                      <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                               $1,212              $1,014
  Adjustments to reconcile net income to
    net cash provided by (used in) operating activities:
      Depreciation and amortization                                         2,116               1,582
      (Increase) decrease in:
        Accounts receivable                                                (6,575)             (3,339)
        Prepaid expenses and other                                             19                (291)
        Other assets                                                          (33)               (120)
      Increase (decrease) in:
        Accounts payable                                                     (118)              2,646
        Accrued expenses                                                      826               2,293
                                                                          -------            --------
                Net cash (used in) provided by operating activities        (2,553)              3,785
                                                                          -------            --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                      (7,634)             (3,378)
                                                                          -------            --------
                Net cash used in investing activities                      (7,634)             (3,378)
                                                                          -------            --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                                              7,000                   -
  Payments on long-term debt                                               (1,000)             (1,000)
  Payments on capitalized lease obligations                                  (165)               (173)
                                                                          -------            --------
                Net cash provided by (used in) financing activities         5,835              (1,173)
                                                                          -------            --------

EFFECT OF FOREIGN EXCHANGE RATE CHANGE ON CASH
        AND CASH EQUIVALENTS                                                 (160)                (50)
                                                                          -------            --------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                  (4,512)               (816)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                             12,239              14,255
                                                                          -------            --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                   $7,727             $13,439
                                                                          =======            ========
</TABLE>
        The accompanying notes are an integral part of these statements.


                                       6
<PAGE>

                        ICT GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 1:  BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month periods ended March 31,
2000 and 1999 are not necessarily indicative of the results that may be expected
for the complete fiscal year. For additional information, refer to the
consolidated financial statements and footnotes thereto included in the Form
10-K for the year ended December 31, 1999.


Note 2:  EARNINGS PER SHARE

The Company has presented earnings per share pursuant to Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings Per Share," and the Securities
and Exchange Commission Staff Accounting Bulletin No. 98. Basic earnings per
share ("Basic EPS") is computed by dividing the net income for each period by
the weighted average number of shares of Common stock outstanding for each
period. Diluted earnings per share ("Diluted EPS") is computed by dividing the
net income for each period by the weighted average number of shares of Common
stock and Common stock equivalents outstanding for each period. For the three
months ended March 31, 2000 and 1999, Common stock equivalents outstanding used
in computing Diluted EPS were 592,000 and 400,000, respectively. For the three
months ended March 31, 2000 and 1999, options to purchase 243,000 and 571,000
shares of Common stock were outstanding, but not included in the computation of
Diluted EPS as the result would be antidilutive.


Note 3:  COMPREHENSIVE INCOME (LOSS)

The Company follows SFAS No. 130, "Reporting Comprehensive Income". This
statement requires companies to classify items of other comprehensive income by
their nature in a financial statement and display the accumulated balance of
other comprehensive income separately from retained earnings and additional
paid-in capital in the equity section of the balance sheet.

                                                      Three Months Ended
                                                           March 31,
                                                ---------------------------
                                                   2000             1999
                                                ----------       ----------
   Net Income                                   $1,212,000       $1,014,000
   Foreign currency translation adjustments        (98,000)         (31,000)
                                                ----------       ----------
   Comprehensive income                         $1,114,000       $  983,000
                                                ==========       ==========

Note 4:  OPERATING AND GEOGRAPHIC INFORMATION

Under the disclosure requirements of SFAS No. 131, the Company classifies its
operations into three business segments: Domestic TeleServices, International
Services, and Customer Management Services. The operating segments are managed
separately because each operating segment represents a strategic business unit
that offers different services. Segment assets include amounts specifically
identified to each segment. Corporate assets consist primarily of property and
equipment. The Domestic TeleServices segment provides inbound and outbound
telemarketing services. The International Services segment provides
international multilingual inbound and outbound telemarketing services, customer
management services, marketing, research and other value-added services and
includes business conducted by Spantel for the US Hispanic market. The Customer
Management Services segment provides marketing, research, consulting
teleservices, and ongoing customer care management on behalf of customers
operating in the Company's target industries.

                                       7
<PAGE>

                                            Three Months Ended
                                                  March 31,
                                     ------------------------------------
                                         2000                    1999
                                     -----------              -----------
Net Revenues:
  Domestic TeleServices              $    18,054              $    23,272
  International Services                   9,305                    5,584
  Customer Management Services            13,926                    8,095
                                     -----------              -----------
                                     $    41,285              $    36,951
                                     ===========              ===========
Operating Income (loss):
  Domestic TeleServices              $       486              $     1,795
  International Services                      14                      (31)
  Customer Management Services             1,654                      146
                                     -----------              -----------
                                     $     2,154              $     1,910
                                     ===========              ===========
Total Assets:
  Domestic TeleServices              $    45,462              $    44,397
  International Services                  17,652                   14,189
  Customer Management Services            17,405                   16,994
  Corporate                                5,149                    5,040
                                     -----------              -----------
                                     $    85,668              $    80,620
                                     ===========              ===========
Depreciation and Amortization:
  Domestic TeleServices              $       669              $       778
  International Services                     578                      260
  Customer Management Services               525                      367
  Corporate                                  344                      177
                                     -----------              -----------
                                     $     2,116              $     1,582
                                     ===========              ===========
Capital Expenditures:
  Domestic TeleServices              $     2,501              $     1,288
  International Services                     209                      616
  Customer Management Services             4,298                    1,000
  Corporate                                  625                      474
                                     -----------              -----------
                                     $     7,634              $     3,378
                                     ===========              ===========

                                       8
<PAGE>

The following table represents information about the Company by geographic area:


                                            Three Months Ended
                                                  March 31,
                                     ------------------------------------
                                         2000                    1999
                                     -----------              -----------
Revenues:
  United States                      $    33,704              $    32,585
  Canada                                   4,582                    2,133
  Europe                                   2,411                    2,177
  Australia                                  588                       56
                                     -----------              -----------
                                     $    41,285              $    36,951
                                     ===========              ===========

Operating income (loss):
  United States                      $     2,451              $     2,199
  Canada                                      22                       37
  Europe                                    (234)                    (254)
  Australia                                  (85)                     (72)
                                     -----------              -----------
                                     $     2,154              $     1,910
                                     ===========              ===========

Identifiable assets:
  United States                      $    68,016              $    70,234
  Canada                                   7,584                    4,698
  Europe                                   9,250                    5,510
  Australia                                  818                      178
                                     -----------              -----------
                                     $    85,668              $    80,620
                                     ===========              ===========

                                       9
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                 MARCH 31, 2000
GENERAL


         ICT Group, Inc. (the "Company" or "ICT") is a global supplier of
customer relationship management (CRM) services. The Company provides integrated
telesolutions, e-solutions and market solutions helping its clients identify,
acquire, retain, service, measure, and maximize the lifetime value of their
customer relationships. ICT's telesolutions offering includes outbound telesales
and inbound customer support for sales and service applications, domestically
and internationally. Its e-solutions offering provides real-time
interaction-driven customer support for Internet sales and service applications
through Web-enabled customer contact center services, e-mail management and
processing, and multi-channel CRM services. Market research, database marketing,
and data mining capabilities are available through its market solutions
offering, including questionnaire design, telephone interviewing, and data
coding, tabulating, and analysis services.

         The Company's customer management services experience, Internet and CRM
technology capabilities and expertise in select target industries enables it to
provide its clients with high quality cost-effective customer management
services. While these solutions are available on an outsourced basis, using
ICT's customer contact centers, the Company intends to also offer these services
through a hosted arrangement, using the client's facility, or co-sourced
arrangement, using both the client's facility and ICT's technologically
compatible customer contact centers.

         With the growth of the Internet as a means of transacting business and
the poor customer service experienced by many on-line buyers, ICT believes
significant opportunities exist to expand its business. The Company's growth
strategy includes the following key elements:


         [ ]   Pursue e-Commerce Opportunities
         [ ]   Expand Value-Added Services
         [ ]   Develop Strategic Alliances and Acquisitions
         [ ]   Increase International Presence
         [ ]   Focus on Industry Specialization
         [ ]   Maintain Technology Investment
         [ ]   Continue Commitment to Quality Service

In February 2000, ICT announced the formation of iCT ConnectedTouch.com, LLC a
new wholly owned subsidiary formed to provide highly focused innovative
E-solutions designed to maximize the value of customer relationships for
business-to-business and business-to-consumer e-business sales and service
operations. iCT ConnectedTouch.comsm is focused on supporting 1) dot.com
companies and bricks-and-mortar e-commerce companies, 2) Internet support
service companies including Internet Service Providers (ISPs) and Application
Service Providers (ASPs), as well as 3) traditional clients that have added an
Internet channel for sales and service.


                                       10
<PAGE>


RESULTS OF OPERATIONS

Three Months Ended March 31, 2000 and 1999:

         Net Revenues. Net revenues increased 12% to $41.3 million for the three
months ended March 31, 2000 from $37.0 million for the three months ended March
31, 1999. Revenues from the Domestic TeleServices segment decreased 22% to $18.1
million from $23.3 million in the three months ending March 31, 1999 and
accounted for 44% of Company revenues versus 63% for the same period in the
prior year. This was primarily the result of a slowdown in telesales campaigns
which utilize credit card files as privacy concerns continued to restrain
marketing activities. The decline in revenues from the Domestic TeleServices
segment was more than offset by strong growth in the International Services and
Customer Management Services segments. International Services revenues grew 67%
to $9.3 million from $5.6 million in the three months ending March 31, 1999 and
accounted for 22% of Company revenues versus 15% for the same period in the
prior year. About half of this growth was from new clients with the balance from
existing customers. Customer Management Services revenues grew 72% to $13.9
million from $8.1 million in the three months ending March 31, 1999 and
accounted for 34% of Company revenues versus 22% for the same period in the
prior year. Approximately $4.0 million of the increase came from existing
customers with the balance coming from new customers. ICT Group's newly
established subsidiary, ICT Connected Touch.com(sm) accounted for a rapidly
growing portion of the Company's revenues. Net revenues from infrastructure
support services provided by ICT Group operating divisions to dot.com companies,
ISPs, ASPs and traditional clients that have added an Internet channel for sales
and service totaled $2.1 million, or 5% of total Company net revenues during the
first quarter of 2000.


         Cost of Services. Cost of services, which consist primarily of direct
labor and telecommunications costs, increased 15% to $23.5 million for the three
months ended March 31, 2000 from $20.4 million in the three months ended March
31, 1999. This increase is primarily the result of increased direct labor
required to support the increased revenue volume. As a percentage of revenues,
cost of services increased to 57% in the first quarter of 2000 from 55% in the
same quarter of 1999 as an increase in labor cost per production hour offset
savings in telecommunication costs.

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 7% to $15.7 million for the three months ended
March 31, 2000 from $14.7 million for the three months ended March 31, 1999 due
to increased numbers of contact centers and workstation capacity and additional
sales and systems support implemented to support business growth. As a
percentage of revenues, selling, general and administrative expenses declined to
38% in the first quarter of 2000 from 40% in the same quarter of 1999. The
Company was able to leverage the existing infrastructure to support volume
growth.

         Interest Expense, net. Net interest expense of $167,000 versus $248,000
in the first quarter of 2000 and 1999, respectively, reflects the interest
expense related to capital leases and borrowings against the Company's equipment
line of credit for capital expansion offset by investment income. The decrease
in net interest expense is primarily the result of decreased average outstanding
balances on term borrowings in 2000 as compared to 1999.

         Provision for Income Taxes. Provision for income taxes increased
$127,000 to $775,000 for the first quarter of 2000 from $648,000 in the first
quarter of 1999. For both 2000 and 1999, the provision for income taxes was
approximately 39% of income before taxes.


Quarterly Results and Seasonality

         The Company has experienced and expects to continue to experience
significant quarterly variations in operating results, principally as a result
of the timing of client programs, the commencement and expiration of contracts,
the timing and amount of new business generated by the Company, the Company's
revenue mix, the timing of additional selling, general and administrative
expenses to support the growth and development of existing and new business
units and competitive industry conditions.

                                       11
<PAGE>

         The Company's business tends to be strongest in the second and fourth
quarters due to the high level of client sales activity in the spring and prior
to the holiday season. In the first quarter, Domestic TeleServices business
generally levels off or slows from the previous quarter as a result of reduced
client sales activity and client transitions to new marketing programs during
the first quarter of the calendar year. In the first quarter of 2000, strong
growth in International Services and Customer Management Services business
offset the Domestic Teleservices revenue decline. The Company typically expands
it's operations in the first quarter to support anticipated business growth
beginning in the second quarter. As a result, selling, general and
administrative costs typically increase in the first quarter without a
commensurate increase in revenues which results in decreased profitability for
the first quarter versus the previous fourth quarter. In the first quarter of
2000, revenues of $41.3 million exceeded revenues of $38.8 million in the fourth
quarter of 1999 by 6% but operating income of $2.2 million was less than the
$2.4 million of operating income in the fourth quarter of 1999 as growth in
selling, general and administrative expenses to support anticipated growth in
the second quarter more than offset the margin generated on the increased
revenue. Also, demand for the Company's services typically slows or decreases in
the third quarter as the volume of business decreases during the summer months.
In addition, the Company's operating expenses increase during the third quarter
in anticipation of higher demand for its services during the fourth quarter.


Liquidity and Capital Resources

         Cash used in operating activities was $2.6 million for the three months
ended March 31, 2000 versus $3.8 million of cash provided by operating
activities for the three months ended March 31, 1999. The approximate $6.4
million decrease resulted primarily from a temporary increase in accounts
receivable as billing procedures with a major customer were revised that
resulted in billing delays. These delays have been resolved and the Company
expects that accounts receivable will be at normal levels by the end of the
second quarter.

         Cash used in investing activities was $7.6 million for the three months
ended March 31, 2000 compared to $3.4 million for the first quarter of 1999. The
increase over the prior year is attributable to a significant investment in
software licenses for iCT ConnectedTouch.com and the decision not to utilize
operating leases as a means to finance capital additions. Approximately $2.0
million of capital additions in the first quarter of 1999 were financed by
operating leases. Also, the Company added 158 workstations in the first quarter
of 2000, and operates 4,326 workstations at March 31, 2000. In the first quarter
of 1999 the Company added 126 workstations, and operated 3,542 workstations at
March 31, 1999.

         Cash provided by financing activities was $5.8 million for the three
months ended March 31, 2000 versus cash used in financing activities of $1.2
million for the comparable 1999 period. In 2000, the Company repaid $1.0 million
on its term debt and borrowed $7.0 million under its equipment line to fund
capital expenditures and to meet working capital requirements.

         The Company's operations will continue to require significant capital
expenditures. Historically, equipment purchases have been financed through the
Company's equipment line of credit, operating leases, and through capitalized
lease obligations with various equipment vendors and lending institutions. The
capitalized lease obligations are payable in varying installments through 2001.
Outstanding obligations under capitalized leases at March 31, 2000 were
$668,000. At March 31, 2000, term debt obligations were $13.0 million and
borrowings under the line of credit were $7.0 million.

         The Company believes that cash on hand, together with cash flow
generated from operations and funds available under the 1998 Line of Credit will
be sufficient to finance its current operations and planned capital expenditures
at least through 2000.

                                       12
<PAGE>


FORWARD LOOKING STATEMENTS

         This document contains certain forward-looking statements that are
subject to risks and uncertainties. Forward-looking statements include certain
information relating to outsourcing trends as well as other trends in the CRM
services and the overall domestic economy, the Company's business strategy
including the markets in which it operates, the services it provides, its
ability to attract new clients and the customers it targets, the benefits of
certain technologies the Company has acquired or plans to acquire and the
investment it plans to make in technology, the Company's plans regarding
international expansion, the implementation of quality standards, the
seasonality of the Company's business, variations in operating results and
liquidity, as well as information contained elsewhere in this document where
statements are preceded by, followed by or include the words "believes,"
"plans," "intends," "expects," "anticipates" or similar expressions. For such
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995. The forward-looking statements in this document are subject to
risks and uncertainties that could cause the assumptions underlying such
forward-looking statements and the actual results to differ materially from
those expressed in or implied by the statements.

The most important factors that could prevent the Company from achieving its
goals--and cause the assumptions underlying the forward-looking statements and
the actual results of the Company to differ materially from those expressed in
or implied by those forward-looking statements--include, but are not limited to,
the following: (i) the competitive nature of the CRM services industry and the
ability of the Company to continue to distinguish its services from other CRM
service companies and other marketing activities on the basis of quality,
effectiveness, reliability and value; (ii) economic conditions which could alter
the desire of businesses to outsource certain sales and service functions and
the ability of the Company to obtain additional contracts to manage outsourced
sales and service functions; (iii) the ability of the Company to offer
value-added services to businesses in its targeted industries and the ability of
the Company to benefit from its industry specialization strategy; (iv) risks
associated with investments and operations in foreign countries including, but
not limited to, those related to relevant local economic conditions, exchange
rate fluctuations, relevant local regulatory requirements, political factors,
generally higher telecommunications costs, barriers to the repatriation of
earnings and potentially adverse tax consequences; (v) technology risks
including the ability of the Company to select or develop new and enhanced
technology on a timely basis, anticipate and respond to technological shifts and
implement new technology to remain competitive; (vi) the ability of the Company
to successfully identify, complete and integrate strategic acquisitions that
expand or complement its business; and (vii) the results of operations which
depend on numerous factors including, but not limited to, the timing of clients'
teleservices campaigns, the commencement and expiration of contracts, the timing
and amount of new business generated by the Company, the Company's revenue mix,
the timing of additional selling, general and administrative expenses and the
general competitive conditions in the CRM services industry and the overall
economy.


                                       13
<PAGE>
                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

From time to time, the Company is involved in litigation incidental to its
business. In the opinion of management, no litigation to which the Company is
currently a party is likely to have a material adverse effect on the Company's
results of operations, financial condition or liquidity, if decided adversely to
the Company.

         As previously reported by the Company, on October 23, 1997, a
shareholder, purporting to act on behalf of a class of ICT shareholders filed a
complaint in the United States District Court for the Eastern District of
Pennsylvania against the Company and certain of its directors. The complaint
alleges that the defendants violated the federal securities laws, and seeks
compensatory and other damages, including rescission of stock purchases made by
the plaintiff and other class members in connection with the Company's initial
public offering effective June 14, 1996. The defendants believe the complaint is
without merit, deny all of the allegations of wrongdoing and are vigorously
defending the suit. On February 2, 1998, the defendants filed a motion to
dismiss the complaint. On May 19, 1998, the complaint was dismissed by a judge
for the United States District Court for the Eastern District of Pennsylvania
with leave to plaintiff to file an amended complaint on narrow accounting
allegations. On June 22, 1998, plaintiffs filed a First Amended Class Action
Complaint purporting to bring negligence claims in connection with the Company's
initial public offering. The defendants continue to deny all allegations of
wrongdoing, believe the amended complaint is without merit and are vigorously
defending the suit. On November 3, 1998, the court granted a motion appointing
Rowan Klein and Michael Mandat as lead plaintiffs. On February 2, 1999, the
court dismissed the case without prejudice, directing that the case remain in
status quo, that the statute of limitations be tolled and that the parties
continue with discovery and advise the court if assistance by the court is
needed. Since that time the defendants filed a motion for summary judgement
seeking to have the case dismissed on the grounds that there is no material
issue of fact. Plaintiffs filed a response in opposition to defendant's motion
and discovery was conducted by the parties. Plaintiffs also filed a motion
seeking to have the case certified as a class action, to which defendants have
objected. The court has not ruled on defendants' motion for summary judgement or
plaintiffs motion for class certification.

         On July 12, 1996, Main Street Marketing of America Incorporated (" Main
Street Marketing") brought a demand for arbitration against the Company in the
Commonwealth of Pennsylvania claiming damages as a result of the Company's
alleged breach of a service agreement under which the Company agreed to provide
Main Street Marketing with various data entry and data processing services
relating to Main Street Marketing's magazine subscription program. Main Street
Marketing alleges that the Company committed various breaches of the service
agreement and has demanded an award in excess of $15 million. The Company has
responded to this demand for arbitration by denying liability and
counterclaiming in an amount in excess of $125,000. Discovery has progressed in
this matter, but has not yet been completed. It is not possible at this stage of
the proceeding to evaluate the probable outcome of this litigation.


Item 6.  Exhibits and Reports on Form 8-K

         (a) The following documents are furnished as exhibits and numbered
             pursuant to Item 601 of Regulation S-K:

             27  Financial Data Schedule


         (b) The registrant was not required to file any reports on Form 8-K for
             the three months ended March 31, 2000.


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<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, hereunto duly authorized.

                                        ICT GROUP, INC.



Date:    May 12, 2000                   By: /s/ John J. Brennan
                                            -------------------
                                        John J. Brennan
                                        Chairman, President and
                                        Chief Executive Officer

Date:    May 12, 2000                   By: /s/ Vincent A. Paccapaniccia
                                            ----------------------------
                                        Vincent A. Paccapaniccia
                                        Senior Vice President,
                                        Finance and Administration,
                                        Chief Financial Officer and Assistant
                                        Secretary


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