UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549



Form 8-K



CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): April 24, 2003



ICT GROUP, INC.

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(Exact name of registrant specified in Charter)



|Pennsylvania                                   |  | 0-20807                  |  | 23-2458937                          
|---------------------------------------------- |  | ------------------------ |  | ------------------------------------
|(State or other jurisdiction of
incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)



|100 Brandywine Boulevard Newtown,
PA     |  | 18940     
|---------------------------------------- |  | ----------
|(Address of principal executive offices) |  | (Zip Code)



Registrants
telephone, including area code:    (267) 685-5000



Not Applicable

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(Former name and former address, if
changed since last report)



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Item 7. Financial
Statements and Exhibits.



(c) Exhibits.



|Exhibit Number |  | Exhibit Title                                                                                                                  
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------
|99             |  | Press Release by the Registrant, dated April 24, 2003, furnished in accordance with Item 12 of this Current Report on
Form 8-K.



Item 9. Regulation FD
Disclosure.



On April 24, 2003, the
Registrant issued a press release regarding its financial results for the quarter ended March 31, 2003. A copy of the press release is furnished as Exhibit 99 to this report.



Use of Non-GAAP Financial Information



To supplement its consolidated financial statements presented in accordance with GAAP, the Registrant uses
non-GAAP measures of operating results, net income and/or net income per share, adjusted from results based on GAAP, to exclude certain income and expenses. Non-GAAP adjustments are provided to enhance the users overall understanding of the
Registrants current financial performance and its prospects for the future. Specifically, the Registrant believes the non-GAAP results provide useful information to both management and investors by excluding certain income and expenses that it
believes are not indicative of the Registrants core operating results. In addition, the Registrant has historically reported similar non-GAAP guidance and results to the investment community, and, as a result, believes the inclusion of
non-GAAP presentations provides consistency in its financial reporting. Further, the non-GAAP results are one of the primary indicators management uses for planning and forecasting future periods. The presentation of this additional information is
not meant to be considered in isolation or as a substitute for results prepared in accordance with accounting principles generally accepted in the United States.



The information set forth under this Item 9. Regulation FD Disclosure is furnished under
Item 12. Results of Operations and Financial Condition in accordance with SEC Release No. 33-8216. Such information (including the exhibit) shall not be deemed to be filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Registrant pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of
such information by express reference thereto.



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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.



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|Date: April 24, 2003
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