As filed with the Securities and Exchange Commission on March 20, 1997

                                                  Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         SYKES ENTERPRISES, INCORPORATED
             (Exact Name of registrant as specified in its charter)

                  Florida                            56-1383460   
          (State or other jurisdiction            (I.R.S. Employer 
          of incorporation)                      Identification No.)

            100 North Tampa Street, Suite 3900, Tampa, Florida  33602
               (Address of principal executive offices) (zip code)

                  SYKES ENTERPRISES, INCORPORATED 1996 EMPLOYEE
                               STOCK OPTION PLAN,
                SYKES ENTERPRISES, INCORPORATED 1996 NON-EMPLOYEE
                           DIRECTOR STOCK OPTION PLAN
                                       and
                SYKES ENTERPRISES, INCORPORATED 1996 NON-EMPLOYEE
                               DIRECTORS' FEE PLAN
                            (Full title of the Plan)

                                Scott J. Bendert
                        Vice President-Finance, Treasurer
                           and Chief Financial Officer
                         Sykes Enterprises, Incorporated
                       100 North Tampa Street, Suite 3900
                              Tampa, Florida  33602
                     (Name and address of agent for service)

                                 (813) 274-1000
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                             Martin A. Traber, Esq.
                                 Foley & Lardner
                       100 North Tampa Street, Suite 2700

                              Tampa, Florida  33602
                                 (813) 229-2300


                         Calculation of Registration Fee

                                                     Proposed
    Title of each                     Proposed       maximum
      class of                        maximum        aggregate      Amount of
    securities to   Amount to be    offering price   offering       registra-
    be registered   registered(1)   per share(2)     price(2)       tion fee

    Common Stock,     2,350,000       $46.90(2)    $61,140,152.82   $18,527.32
    $0.01 par value

        (1)  Plus an indeterminate number of shares which may be issued as a
   result of anti-dilution provisions contained in the Plan.

        (2)  Pursuant to Rules 457(c) and 457(h) under the Securities Act of
   1933, as amended, the amounts shown are based on (i) 46,631.5 shares
   subject to outstanding options having an exercise price of $10 per share,
   46,631.5 shares subject to outstanding options having an exercise price of
   $11.33 per share, 46,631.5 shares subject to outstanding options having an
   exercise price of $12 per share, 217,800 shares subject to outstanding
   options having an exercise price of $18 per share, 5,250 shares subject to
   outstanding options having an exercise price of $33.75 per share, 37,500
   shares subject to outstanding options having an exercise price of $32.13
   per share, 154,000 shares subject to outstanding options having an
   exercise price of $41.50 per share, and 10,000 shares subject to
   outstanding options having an exercise price of $46.90, (ii) and
   1,748,055.5 shares reserved for future grants under the plan, the
   registration fee for which has been calculated using $26.44, the average
   of the high and low prices of the registrant's Common Stock on March 19,
   1997 as reported on the Nasdaq National Market.



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

        The following documents filed by the registrant with the Securities
   and Exchange Commission are hereby incorporated herein by reference:

             (a)  The registrant's prospectus dated October 31, 1996
        (Registration No. 333-12517);

             (b)  Quarterly Reports on Form 10-Q for the quarters ended
        March 31, 1996, June 30, 1996 and September 29, 1996;

             (c)  The description of the registrant's Common Stock, par
        value $0.01 per share set forth under the caption "Description
        of Registrant's Securities to be Registered" in the Company's
        Registration Statement on Form 8-A (No. 0-28274) filed under the
        Securities Exchange Act of 1934; and

        All documents subsequently filed by the registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
   1934, prior to the filing of a post-effective amendment which indicates
   that all shares of Common Stock being offered hereby have been sold or
   which deregisters all shares of Common Stock then remaining unsold shall
   be deemed incorporated by reference in this registration statement and to
   be a part hereof from the date of filing of such documents.

   Item 4.   Description of Securities.

        Not Applicable.

   Item 5.   Interests of Named Experts and Counsel.

        Not Applicable.

   Item 6.   Indemnification of Directors and Officers.

        The Florida Business Corporation Act (the "Florida Act") permits a
   Florida corporation to indemnify a present or former director or officer
   of the corporation (and certain other persons serving at the request of
   the corporation in related capacities) for liabilities, including legal
   expenses, arising by reason of service in such capacity if such person
   shall have acted in good faith and in a manner he reasonably believed to
   be in or not opposed to the best interests of the corporation, and in any
   criminal proceeding if such person had no reasonable cause to believe his
   conduct was unlawful. However, in the case of actions brought by or in the
   right of the corporation, no indemnification may be made with respect to
   any matter as to which such director or officer shall have been adjudged
   liable, except in certain limited circumstances.

        The registrant's Articles of Incorporation provides that the
   registrant shall indemnify directors and executive officers to the fullest
   extent now or hereafter permitted by the Florida Act.  

        The registrant has a standard policy of directors' and officers'
   liability insurance covering directors and officers of the corporation
   with respect to liabilities incurred as a result of their service in such
   capacities.

   Item 7.   Exemption from Registration Claimed.

        Not Applicable.

   Item 8.   Exhibits.

      4A.    Sykes Enterprises, Incorporated 1996 Employee Stock Option Plan
             (Filed as Exhibit 10.5 to the registrant's Form S-1
             (Registration No. 333-2324) and incorporated herein by
             reference)

      4B.    Sykes Enterprises, Incorporated 1996 Non-Employee Director Stock
             Option Plan (Filed as Exhibit 10.6 to the registrant's Form S-1
             (Registration No. 333-2324) and incorporated herein by
             reference)

      4C.    Sykes Enterprises, Incorporated 1996 Non-Employee Director Fee
             Plan (Filed as Exhibit 10.7 to the registrant's Form S-1
             (Registration No. 333-2324) and incorporated herein by
             reference)

      4D.    Form of Stock Option Agreement for 1996 Employee Stock Option
             Plan

      4E.    Form of Stock Option Agreement for 1996 Non-Employee Director
             Stock Option Plan
    
       5.    Opinion of Foley & Lardner as to the legality of the securities
             to be issued

     23A.    Consent of Foley & Lardner (included in Opinion filed as Exhibit
             5)

     23B.    Consent of Coopers & Lybrand L.L.P.


   Item 9.   Undertakings

        The undersigned hereby undertakes:

        (1)  To file, during any period in which offers or sales are being
   made, a post-effective amendment to this registration statement to include
   any material information with respect to the plan of distribution not
   previously disclosed in the registration statement or any material change
   to such information in the registration statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, as amended (the "Securities Act"), each such post-
   effective amendment shall be deemed to be a new registration statement
   relating to the securities offered therein, and the offering of such
   securities at the time shall be deemed to be the initial bona fide
   offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold at
   the termination of the offering.

        (4)  That, for purposes of determining any liability under the
   Securities Act, each filing of the registrant's annual report pursuant to
   Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
   reference in the registration statement shall be deemed to be a new
   registration statement relating to the securities offered therein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act may be permitted to directors, officers and controlling
   persons of the registrant pursuant to the Articles of Incorporation or
   Bylaws of the registrant or otherwise, the registrant has been advised
   that in the opinion of the Securities and Exchange Commission such
   indemnification is against public policy as expressed in the Securities
   Act and is, therefore, unenforceable.  In the event that a claim for
   indemnification against such liabilities (other than the payment by the
   registrant of expenses incurred or paid by the director, officer or
   controlling person of the registrant in the successful defense of any
   action, suit or proceeding) is asserted by such director, officer or
   controlling person in connection with the securities being registered, the
   registrant will, unless in the opinion of its counsel the matter has been
   settled by controlling precedent, submit to a court of appropriate
   jurisdiction the question whether such indemnification by it is against
   public policy as expressed in the Securities Act and will be governed by
   the final adjudication of such issue.


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
   registrant certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-8 and has duly caused
   this registration statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Tampa, State of Florida, on
   March 20, 1997.

                                 SYKES ENTERPRISES, INCORPORATED


                                 By    /s/ John H. Sykes                
                                     John H. Sykes, Chairman of the Board,
                                     President and Chief Executive Officer


                            SPECIAL POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
   appears on the Signature Page to this registration statement constitutes
   and appoints John H. Sykes and Scott J. Bendert, and each or either of
   them, his or her true and lawful attorneys-in-fact and agents, with full
   power of substitution and resubstitution, for him or her and in his or her
   name, place and stead, in any and all capacities to sign any and all
   amendments (including post-effective amendments to this registration
   statement and any and all registration statements filed pursuant to Rule
   462(b) under the Securities Act of 1933), and to file the same, with all
   exhibits and other documents in connection therewith, with the Securities
   and Exchange Commission, and grants unto said attorneys-in-fact and
   agents, full power and authority to do and perform each and every act and
   thing requisite and necessary to be done in and about the premises, as
   fully to all intents and purposes as he or she might or could do in
   person, hereby ratifying and confirming all that said attorneys-in-fact
   and agents or his or her substitute or substitutes may lawfully do or
   cause to be done by virtue hereof.
                                       
        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the dates indicated.


   Date:  March 14, 1997                 /s/ John H. Sykes
                                      John H. Sykes, Chairman of the Board,
                                      President and Chief Executive Officer 
                                      (Principal Executive Officer)


   Date:  March 14, 1997                 /s/ Scott J. Bendert
                                      Scott J. Bendert, Vice President-
                                      Finance and Treasurer (Principal 
                                      Financial and Accounting Officer)


   Date:  March 14, 1997                 /s/ John D. Gannett
                                      John D. Gannett, Director


   Date:  March 14, 1997                 /s/ David E. Garner
                                      David E. Garner, Director


   Date:  March 14, 1997                 /s/ Furman P. Bodenheimer, Jr.
                                      Furman P. Bodenheimer, Jr., Director


   Date:  March 14, 1997                 /s/ H. Park Helms
                                      H. Park Helms, Director


   Date:  March 14, 1997                 /s/ Gordon H. Loetz
                                      Gordon H. Loetz, Director


   Date:  March 14, 1997                 /s/ Ernest J. Milani
                                      Ernest J. Milani, Director


   Date:  March 14, 1997                 /s/ R. James Stroker
                                      R. James Stroker, Director

   <PAGE>
                                  EXHIBIT INDEX


      4A.    Sykes Enterprises, Incorporated 1996 Employee Stock Option Plan
             (Filed as Exhibit 10.5 to the registrant's Form S-1
             (Registration No. 333-2324) and incorporated herein by
             reference)

      4B.    Sykes Enterprises, Incorporated 1996 Non-Employee Director Stock
             Option Plan (Filed as Exhibit 10.6 to the registrant's Form S-1
             (Registration No. 333-2324) and incorporated herein by
             reference)

      4C.    Sykes Enterprises, Incorporated 1996 Non-Employee Director Fee
             Plan (Filed as Exhibit 10.7 to the registrant's Form S-1
             (Registration No. 333-2324) and incorporated herein by
             reference)

      4D.    Form of Stock Option Agreement for 1996 Employee Stock Option
             Plan

      4E.    Form of Stock Option Agreement for 1996 Non-Employee Director
             Stock Option Plan
    
       5.    Opinion of Foley & Lardner as to the legality of the securities
             to be issued

     23A.    Consent of Foley & Lardner (included in Opinion filed as Exhibit
             5)

     23B.    Consent of Coopers & Lybrand L.L.P.
[{"type": "S-8", "sequence": "1", "description": "SYKES ENTERPRISES, INCORPORATED'S FORM S-8", "secsgml_size_bytes": 15755}]
{"company-data": {"conformed-name": "SYKES ENTERPRISES INC", "cik": "0001010612", "assigned-sic": "7373", "irs-number": "561383460", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23681", "film-number": "97560051"}, "business-address": {"street1": "100 NORTH TAMPA ST", "street2": "STE 3900", "city": "TAMPA", "state": "FL", "zip": "33602", "phone": "8132741000"}, "mail-address": {"street1": "100 NORTH TAMPA ST", "street2": "STE 3900", "city": "TAMPA", "state": "FL", "zip": "33602"}}
As filed with the Securities and Exchange Commission on March 20, 1997

                                                  Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         SYKES ENTERPRISES, INCORPORATED
             (Exact Name of registrant as specified in its charter)

                  Florida                            56-1383460   
          (State or other jurisdiction            (I.R.S. Employer 
          of incorporation)                      Identification No.)

            100 North Tampa Street, Suite 3900, Tampa, Florida  33602
               (Address of principal executive offices) (zip code)

                  SYKES ENTERPRISES, INCORPORATED 1996 EMPLOYEE
                               STOCK OPTION PLAN,
                SYKES ENTERPRISES, INCORPORATED 1996 NON-EMPLOYEE
                           DIRECTOR STOCK OPTION PLAN
                                       and
                SYKES ENTERPRISES, INCORPORATED 1996 NON-EMPLOYEE
                               DIRECTORS' FEE PLAN
                            (Full title of the Plan)

                                Scott J. Bendert
                        Vice President-Finance, Treasurer
                           and Chief Financial Officer
                         Sykes Enterprises, Incorporated
                       100 North Tampa Street, Suite 3900
                              Tampa, Florida  33602
                     (Name and address of agent for service)

                                 (813) 274-1000
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                             Martin A. Traber, Esq.
                                 Foley & Lardner
                       100 North Tampa Street, Suite 2700

                              Tampa, Florida  33602
                                 (813) 229-2300

                         Calculation of Registration Fee

                                                     Proposed
    Title of each                     Proposed       maximum
      class of                        maximum        aggregate      Amount of
    securities to   Amount to be    offering price   offering       registra-
    be registered   registered(1)   per share(2)     price(2)       tion fee

    Common Stock,     2,350,000       $46.90(2)    $61,140,152.82   $18,527.32
    $0.01 par value

        (1)  Plus an indeterminate number of shares which may be issued as a
   result of anti-dilution provisions contained in the Plan.

        (2)  Pursuant to Rules 457(c) and 457(h) under the Securities Act of
   1933, as amended, the amounts shown are based on (i) 46,631.5 shares
   subject to outstanding options having an exercise price of $10 per share,
   46,631.5 shares subject to outstanding options having an exercise price of
   $11.33 per share, 46,631.5 shares subject to outstanding options having an
   exercise price of $12 per share, 217,800 shares subject to outstanding
   options having an exercise price of $18 per share, 5,250 shares subject to
   outstanding options having an exercise price of $33.75 per share, 37,500
   shares subject to outstanding options having an exercise price of $32.13
   per share, 154,000 shares subject to outstanding options having an
   exercise price of $41.50 per share, and 10,000 shares subject to
   outstanding options having an exercise price of $46.90, (ii) and
   1,748,055.5 shares reserved for future grants under the plan, the
   registration fee for which has been calculated using $26.44, the average
   of the high and low prices of the registrant's Common Stock on March 19,
   1997 as reported on the Nasdaq National Market.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

        The following documents filed by the registrant with the Securities
   and Exchange Commission are hereby incorporated herein by reference:

             (a)  The registrant's prospectus dated October 31, 1996
        (Registration No. 333-12517);

             (b)  Quarterly Reports on Form 10-Q for the quarters ended
        March 31, 1996, June 30, 1996 and September 29, 1996;

             (c)  The description of the registrant's Common Stock, par
        value $0.01 per share set forth under the caption "Description
        of Registrant's Securities to be Registered" in the Company's
        Registration Statement on Form 8-A (No. 0-28274) filed under the
        Securities Exchange Act of 1934; and

        All documents subsequently filed by the registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
   1934, prior to the filing of a post-effective amendment which indicates
   that all shares of Common Stock being offered hereby have been sold or
   which deregisters all shares of Common Stock then remaining unsold shall
   be deemed incorporated by reference in this registration statement and to
   be a part hereof from the date of filing of such documents.

   Item 4.   Description of Securities.

        Not Applicable.

   Item 5.   Interests of Named Experts and Counsel.

        Not Applicable.

   Item 6.   Indemnification of Directors and Officers.

        The Florida Business Corporation Act (the "Florida Act") permits a
   Florida corporation to indemnify a present or former director or officer
   of the corporation (and certain other persons serving at the request of
   the corporation in related capacities) for liabilities, including legal
   expenses, arising by reason of service in such capacity if such person
   shall have acted in good faith and in a manner he reasonably believed to
   be in or not opposed to the best interests of the corporation, and in any
   criminal proceeding if such person had no reasonable cause to believe his
   conduct was unlawful. However, in the case of actions brought by or in the
   right of the corporation, no indemnification may be made with respect to
   any matter as to which such director or officer shall have been adjudged
   liable, except in certain limited circumstances.

        The registrant's Articles of Incorporation provides that the
   registrant shall indemnify directors and executive officers to the fullest
   extent now or hereafter permitted by the Florida Act.  

        The registrant has a standard policy of directors' and officers'
   liability insurance covering directors and officers of the corporation
   with respect to liabilities incurred as a result of their service in such
   capacities.

   Item 7.   Exemption from Registration Claimed.

        Not Applicable.

   Item 8.   Exhibits.

      4A.    Sykes Enterprises, Incorporated 1996 Employee Stock Option Plan
             (Filed as Exhibit 10.5 to the registrant's Form S-1
             (Registration No. 333-2324) and incorporated herein by
             reference)

      4B.    Sykes Enterprises, Incorporated 1996 Non-Employee Director Stock
             Option Plan (Filed as Exhibit 10.6 to the registrant's Form S-1
             (Registration No. 333-2324) and incorporated herein by
             reference)

      4C.    Sykes Enterprises, Incorporated 1996 Non-Employee Director Fee
             Plan (Filed as Exhibit 10.7 to the registrant's Form S-1
             (Registration No. 333-2324) and incorporated herein by
             reference)

      4D.    Form of Stock Option Agreement for 1996 Employee Stock Option
             Plan

      4E.    Form of Stock Option Agreement for 1996 Non-Employee Director
             Stock Option Plan
    
       5.    Opinion of Foley & Lardner as to the legality of the securities
             to be issued

     23A.    Consent of Foley & Lardner (included in Opinion filed as Exhibit
             5)

     23B.    Consent of Coopers & Lybrand L.L.P.

   Item 9.   Undertakings

        The undersigned hereby undertakes:

        (1)  To file, during any period in which offers or sales are being
   made, a post-effective amendment to this registration statement to include
   any material information with respect to the plan of distribution not
   previously disclosed in the registration statement or any material change
   to such information in the registration statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, as amended (the "Securities Act"), each such post-
   effective amendment shall be deemed to be a new registration statement
   relating to the securities offered therein, and the offering of such
   securities at the time shall be deemed to be the initial bona fide
   offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold at
   the termination of the offering.

        (4)  That, for purposes of determining any liability under the
   Securities Act, each filing of the registrant's annual report pursuant to
   Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
   reference in the registration statement shall be deemed to be a new
   registration statement relating to the securities offered therein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act may be permitted to directors, officers and controlling
   persons of the registrant pursuant to the Articles of Incorporation or
   Bylaws of the registrant or otherwise, the registrant has been advised
   that in the opinion of the Securities and Exchange Commission such
   indemnification is against public policy as expressed in the Securities
   Act and is, therefore, unenforceable.  In the event that a claim for
   indemnification against such liabilities (other than the payment by the
   registrant of expenses incurred or paid by the director, officer or
   controlling person of the registrant in the successful defense of any
   action, suit or proceeding) is asserted by such director, officer or
   controlling person in connection with the securities being registered, the
   registrant will, unless in the opinion of its counsel the matter has been
   settled by controlling precedent, submit to a court of appropriate
   jurisdiction the question whether such indemnification by it is against
   public policy as expressed in the Securities Act and will be governed by
   the final adjudication of such issue.

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
   registrant certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-8 and has duly caused
   this registration statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Tampa, State of Florida, on
   March 20, 1997.

                                 SYKES ENTERPRISES, INCORPORATED

                                 By    /s/ John H. Sykes                
                                     John H. Sykes, Chairman of the Board,
                                     President and Chief Executive Officer

                            SPECIAL POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
   appears on the Signature Page to this registration statement constitutes
   and appoints John H. Sykes and Scott J. Bendert, and each or either of
   them, his or her true and lawful attorneys-in-fact and agents, with full
   power of substitution and resubstitution, for him or her and in his or her
   name, place and stead, in any and all capacities to sign any and all
   amendments (including post-effective amendments to this registration
   statement and any and all registration statements filed pursuant to Rule
   462(b) under the Securities Act of 1933), and to file the same, with all
   exhibits and other documents in connection therewith, with the Securities
   and Exchange Commission, and grants unto said attorneys-in-fact and
   agents, full power and authority to do and perform each and every act and
   thing requisite and necessary to be done in and about the premises, as
   fully to all intents and purposes as he or she might or could do in
   person, hereby ratifying and confirming all that said attorneys-in-fact
   and agents or his or her substitute or substitutes may lawfully do or
   cause to be done by virtue hereof.
                                       
        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the dates indicated.

   Date:  March 14, 1997                 /s/ John H. Sykes
                                      John H. Sykes, Chairman of the Board,
                                      President and Chief Executive Officer 
                                      (Principal Executive Officer)

   Date:  March 14, 1997                 /s/ Scott J. Bendert
                                      Scott J. Bendert, Vice President-
                                      Finance and Treasurer (Principal 
                                      Financial and Accounting Officer)

   Date:  March 14, 1997                 /s/ John D. Gannett
                                      John D. Gannett, Director

   Date:  March 14, 1997                 /s/ David E. Garner
                                      David E. Garner, Director

   Date:  March 14, 1997                 /s/ Furman P. Bodenheimer, Jr.
                                      Furman P. Bodenheimer, Jr., Director

   Date:  March 14, 1997                 /s/ H. Park Helms
                                      H. Park Helms, Director

   Date:  March 14, 1997                 /s/ Gordon H. Loetz
                                      Gordon H. Loetz, Director

   Date:  March 14, 1997                 /s/ Ernest J. Milani
                                      Ernest J. Milani, Director

   Date:  March 14, 1997                 /s/ R. James Stroker
                                      R. James Stroker, Director
EXHIBIT INDEX

      4A.    Sykes Enterprises, Incorporated 1996 Employee Stock Option Plan
             (Filed as Exhibit 10.5 to the registrant's Form S-1
             (Registration No. 333-2324) and incorporated herein by
             reference)

      4B.    Sykes Enterprises, Incorporated 1996 Non-Employee Director Stock
             Option Plan (Filed as Exhibit 10.6 to the registrant's Form S-1
             (Registration No. 333-2324) and incorporated herein by
             reference)

      4C.    Sykes Enterprises, Incorporated 1996 Non-Employee Director Fee
             Plan (Filed as Exhibit 10.7 to the registrant's Form S-1
             (Registration No. 333-2324) and incorporated herein by
             reference)

      4D.    Form of Stock Option Agreement for 1996 Employee Stock Option
             Plan

      4E.    Form of Stock Option Agreement for 1996 Non-Employee Director
             Stock Option Plan
    
       5.    Opinion of Foley & Lardner as to the legality of the securities
             to be issued

     23A.    Consent of Foley & Lardner (included in Opinion filed as Exhibit
             5)

     23B.    Consent of Coopers & Lybrand L.L.P.