<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, 2002

                                       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 0-21055

                                 ---------------

                             TeleTech Holdings, Inc.
             (Exact name of Registrant as specified in its charter)

               Delaware                                 84-1291044
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)

                            9197 South Peoria Street
                            Englewood, Colorado 80112
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (303) 397-8100

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, 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.

                                                     Outstanding at
Class of Common Stock                                 May 7, 2002
Common Stock, par value $.01 per share                 77,114,629
<PAGE>

                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES

                                    FORM 10-Q

                                      INDEX
PART I. FINANCIAL INFORMATION                                              Page
-----------------------------

Item 1.      Financial Statements (unaudited)

             Condensed Consolidated Balance Sheets--March 31, 2002
             (unaudited) and December 31, 2001                                3

             Condensed Consolidated Statements of Operations--
             Three Months Ended March 31, 2002 and 2001 (unaudited)           4

             Condensed Consolidated Statements of Cash Flows--
             Three Months Ended March 31, 2002 and 2001 (unaudited)           5

             Notes to Unaudited Condensed Consolidated Financial
             Statements--March 31, 2002                                       6

Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations                             11

Item 3.      Quantitative and Qualitative Disclosures about Market Risk      15

PART II. OTHER INFORMATION
--------------------------

Item 1.      Legal Proceedings                                               16

Item 6.      Exhibits and Reports on Form 8-K                                16

             SIGNATURES                                                      17

                                       2
<PAGE>

Item 1.
                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                   (Amounts in thousands except share amounts)

<TABLE>
<CAPTION>
                                                                                         March 31,      December 31,
                                       ASSETS                                              2002            2001
                                       ------                                         --------------------------------
CURRENT ASSETS:                                                                         (unaudited)
<S>                                                                                      <C>             <C>
  Cash and cash equivalents                                                              $ 65,200        $ 95,430
  Investment in available-for-sale securities                                               1,237           2,281
  Short-term investments                                                                    6,898           6,460
  Accounts receivable, net                                                                200,760         162,344
  Prepaids and other assets                                                                37,669          30,298
  Deferred tax asset                                                                       11,096          11,613
                                                                                      --------------------------------
      Total current assets                                                                322,860         308,426
                                                                                      --------------------------------
PROPERTY AND EQUIPMENT, net                                                               169,392         177,959
                                                                                      --------------------------------
OTHER ASSETS:
  Goodwill, net                                                                            29,022          40,563
  Contract acquisition costs, net                                                          27,434          12,873
  Deferred tax asset                                                                       10,863           6,800
  Other assets                                                                             27,007          27,318
                                                                                      --------------------------------
      Total assets                                                                       $586,578        $573,939
                                                                                      ================================

                        LIABILITIES AND STOCKHOLDERS' EQUITY
                        ------------------------------------
CURRENT LIABILITIES:
  Accounts payable                                                                       $ 26,861        $ 17,939
  Accrued employee compensation and benefits                                               43,708          42,316
  Other accrued expenses                                                                   41,584          35,991
  Customer advances and deferred income                                                    24,479          22,048
  Current portion of long-term debt and capital lease obligations                           4,821           4,927
                                                                                      --------------------------------
      Total current liabilities                                                           141,453         123,221
                                                                                      --------------------------------
LONG-TERM DEBT, net of current portion:
  Senior notes                                                                             75,000          75,000
  Capital lease obligations                                                                 2,926           4,081
  Other long-term debt                                                                      4,666           4,916
  Other liabilities                                                                         4,283           4,452
                                                                                      --------------------------------
      Total liabilities                                                                   228,328         211,670
                                                                                      --------------------------------
MINORITY INTEREST                                                                          14,369          14,319
                                                                                      --------------------------------

STOCKHOLDERS' EQUITY:
  Stock purchase warrants                                                                   5,100           5,100
  Common stock; $.01 par value; 150,000,000 shares authorized; 76,924,589 and
    76,751,607 shares, respectively, issued and outstanding                                   769             768
  Additional paid-in capital                                                              211,646         212,097
  Accumulated other comprehensive loss                                                    (22,289)        (19,213)
  Deferred compensation                                                                    (1,728)         (2,078)
  Notes receivable from stockholders                                                         (260)           (107)
  Retained earnings                                                                       150,643         151,383
                                                                                      --------------------------------
      Total stockholders' equity                                                          343,881         347,950
                                                                                      --------------------------------
      Total liabilities and stockholders' equity                                         $586,578        $573,939
                                                                                      ================================
</TABLE>

                   The accompanying notes are an integral part
                of these condensed consolidated balance sheets.

                                       3
<PAGE>

                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  (Amounts in thousands except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                   -------------------------------
                                                                                          2002           2001
                                                                                   -------------------------------
<S>                                                                                    <C>            <C>
           REVENUES                                                                    $ 254,031      $ 237,880
                                                                                   -------------------------------
           OPERATING EXPENSES:
             Costs of services                                                           172,567        150,312
             Selling, general and administrative expenses                                 51,225         57,063
             Depreciation and amortization                                                14,939         14,919
             Restructuring charges                                                            --         12,518
             Loss on closure of customer interaction center                                   --          7,733
                                                                                   -------------------------------
                 Total operating expenses                                                238,731        242,545
                                                                                   -------------------------------
           INCOME (LOSS) FROM OPERATIONS                                                  15,300         (4,665)
                                                                                   -------------------------------
           OTHER INCOME (EXPENSE):
             Interest, net                                                                (1,070)        (1,095)
             Share of losses on equity investment                                         (2,331)            --
             Gain on sale of securities                                                      174             --
             Other                                                                          (817)          (101)
                                                                                   -------------------------------
                                                                                          (4,044)        (1,196)
                                                                                   -------------------------------
           INCOME (LOSS) BEFORE INCOME TAXES, MINORITY INTEREST AND CUMULATIVE            11,256         (5,861)
             EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
             Provision (benefit) for income taxes                                          4,444         (2,316)
                                                                                   -------------------------------
           INCOME (LOSS) BEFORE MINORITY INTEREST AND CUMULATIVE EFFECT OF CHANGE
             IN ACCOUNTING PRINCIPLE                                                       6,812         (3,545)
             Minority interest                                                               (50)          (321)
                                                                                   -------------------------------
           INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
             PRINCIPLE                                                                     6,762         (3,866)
           CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE, net of taxes of
             $4,039 and $0 (See Note 2)                                                   (7,502)            --
                                                                                   -------------------------------
           NET LOSS                                                                    $    (740)     $  (3,866)
                                                                                   ===============================
           WEIGHTED AVERAGE SHARES OUTSTANDING:
                Basic                                                                     76,755         74,753
                Diluted                                                                   78,846         74,753

           INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
             PRINCIPLE PER SHARE:
                Basic                                                                  $    0.09      $   (0.05)
                Diluted                                                                $    0.09      $   (0.05)

           NET LOSS PER SHARE:
                Basic                                                                  $   (0.01)     $   (0.05)
                Diluted                                                                $   (0.01)     $   (0.05)
</TABLE>

                   The accompanying notes are an integral part
             of these condensed consolidated financial statements.

                                       4
<PAGE>

                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                 Three Months Ended
                                                                                                      March 31,
                                                                                           --------------------------------
                                                                                                2002            2001
                                                                                           --------------------------------
<S>                                                                                           <C>             <C>
   CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                                 $    (740)      $  (3,866)
     Adjustments to reconcile net income (loss) to net cash (used in) provided by
         operating activities:
       Cumulative effect of change in accounting principle                                        7,502              --
       Depreciation and amortization                                                             14,939          14,919
       Minority interest                                                                             50             321
       Bad debt expense                                                                           1,066             855
       Gain on sale of securities                                                                  (174)             --
       Loss on closure of customer interaction center                                                --           7,733
       Deferred taxes                                                                               262           1,218
       Share of losses on equity investment                                                       2,331              --
       Loss on derivative                                                                           405              --
       Tax benefit from stock option exercises                                                      111             272
       Amortization of deferred compensation                                                        350              --
       Changes in assets and liabilities:
         Accounts receivable                                                                    (39,529)         15,387
         Prepaids and other assets                                                               (7,422)         (6,033)
         Accounts payable and accrued expenses                                                      585         (32,380)
         Customer advances and deferred income                                                    2,384           8,291
                                                                                           --------------------------------
           Net cash (used in) provided by operating activities                                  (17,880)          6,717
                                                                                           --------------------------------
   CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                                          (8,974)        (23,980)
     Proceeds from sale of available-for-sale securities                                          1,046              --
     Investment in real estate held for sale                                                         --         (16,372)
     Changes in other assets related to investing activities                                     (1,207)            (70)
     Net (increase) decrease in short-term investments                                             (438)          6,117
                                                                                           --------------------------------
           Net cash used in investing activities                                                 (9,573)        (34,305)
                                                                                           --------------------------------
   CASH FLOWS FROM FINANCING ACTIVITIES:
     Net increase in line of credit                                                                  --          11,500
     Payments on long-term debt                                                                  (1,064)           (991)
     Payments on capital lease obligations                                                       (1,264)         (1,578)
     Proceeds from exercise of stock options                                                        384             944
     Purchase of treasury stock                                                                  (1,098)             --
                                                                                           --------------------------------
           Net cash (used in) provided by financing activities                                   (3,042)          9,875
                                                                                           --------------------------------
     Effect of exchange rate changes on cash                                                        265          (4,497)
   NET DECREASE IN CASH AND CASH EQUIVALENTS                                                    (30,230)        (22,210)
   CASH AND CASH EQUIVALENTS, beginning of period                                                95,430          58,797
                                                                                           --------------------------------
   CASH AND CASH EQUIVALENTS, end of period                                                   $  65,200       $  36,587
                                                                                           ================================
</TABLE>

                   The accompanying notes are an integral part
             of these condensed consolidated financial statements.

                                       5
<PAGE>

                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002

(1)      OVERVIEW AND BASIS OF PRESENTATION

Overview

         TeleTech Holdings, Inc. ("TeleTech" or the "Company") is a leading
global provider of customer management solutions for large multinational
companies in the United States, Argentina, Australia, Brazil, Canada, China,
Mexico, New Zealand, Northern Ireland, the Philippines, Scotland, Singapore and
Spain. Customer management encompasses a wide range of customer acquisition,
retention and satisfaction programs designed to maximize the lifetime value of
the relationship between the Company's clients and their customers.

Basis of Presentation

         The accompanying unaudited condensed consolidated financial statements
have been prepared without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. The condensed consolidated financial
statements reflect all adjustments (consisting of only normal recurring entries)
which, in the opinion of management, are necessary to present fairly the
financial position at March 31, 2002, and the results of operations and cash
flows of the Company and its subsidiaries for the three months ended March 31,
2002 and 2001. Operating results for the three months ended March 31, 2002 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2002.

         The unaudited condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements and footnotes
thereto included in the Company's Form 10-K for the year ended December 31,
2001. Certain 2001 amounts have been reclassified to conform to 2002
presentation.

(2)      EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         On January 1, 2002, the Company adopted Statement on Financial
Accounting Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets."
SFAS No. 142 provides guidance on the accounting for goodwill and other
intangibles specifically relating to identifying and allocating purchase price
to specific identifiable intangible assets. Additionally, SFAS No. 142 provides
guidance for the amortization of identifiable intangible assets and states that
goodwill shall not be amortized, but rather tested for impairment, at least
annually, using a fair value approach. In connection with the adoption of SFAS
No. 142, the Company recorded a pre-tax impairment of approximately $11.5
million related to the goodwill of its Latin American reporting unit. The
impairment is reflected as the cumulative effect of a change in accounting
principle in the accompanying condensed consolidated statements of operations
for the three months ended March 31, 2002.

         In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which establishes accounting standards for recognition
and measurement of a liability for an asset retirement obligation and the
associated asset retirement cost. This statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002. Management has
not yet determined the effect SFAS No. 143 will have on its financial position,
if any.

         On January 1, 2002, the Company adopted SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets." The statement addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets. SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed Of." SFAS No. 144 also
supersedes the accounting and reporting provisions of APB No. 30, "Reporting the
Results of Operations -- Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions," for the disposal of a segment of a business. SFAS No. 144 also
amends APB No. 51, "Consolidated Financial Statements," to eliminate the
exception to consolidation for a subsidiary for which control is likely to be
temporary. The provisions of this statement are generally to be applied
prospectively. The adoption of this pronouncement did not have a material effect
on the financial position of the Company.

                                       6
<PAGE>

         In April 2002, the FASB issued SFAS No. 145, "Recission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections," which eliminates consistency between required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback
transactions. This statement is effective for financial statements issued for
fiscal years beginning after May 15, 2002. Management has not yet determined the
effect SFAS No. 145 will have on its financial position, if any.

(3)      SEGMENT INFORMATION AND CUSTOMER CONCENTRATIONS

         The Company classifies its business activities into four fundamental
segments: North American outsourcing, international outsourcing, database
marketing and consulting, and corporate activities. These segments are
consistent with the Company's management of the business and generally reflect
its internal financial reporting structure and operating focus. North American
and international outsourcing provide comprehensive customer management
solutions. North American outsourcing consists of customer management services
provided in the United States and Canada. Database marketing and consulting
provide outsourced database management, direct marketing and related customer
retention services for automobile dealerships and manufacturers. Included in
corporate activities are general corporate expenses and operational management
expenses not attributable to any other segment. Segment accounting policies are
the same as those used in the consolidated financial statements. There are no
significant transactions between the reported segments for the periods
presented.

         In December 2001, the Company changed its internal reporting structure,
which caused the composition of the reportable segments to change. The
information for the three months ended March 31, 2001 has been restated to
reflect this change.

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                          March 31,
                                                            --------------------------------------
                                                                  2002                 2001
                                                            --------------------------------------
     Revenues:                                                         (in thousands)
<S>                                                             <C>                   <C>
       North American outsourcing                               $ 177,136             $ 158,802
       International outsourcing                                   56,533                60,741
       Database marketing and consulting                           21,299                18,326
       Corporate activities                                          (937)                   11
                                                            -----------------     ----------------
           Total                                                $ 254,031             $ 237,880
                                                            =================     ================

     Operating Income (Loss):
       North American outsourcing                               $  25,044             $  16,488
       International outsourcing                                   (1,776)                5,290
       Database marketing and consulting                            2,697                 2,045
       Corporate activities                                       (10,665)              (28,488)
                                                            -----------------     ----------------
           Total                                                $  15,300             $  (4,665)
                                                            =================     ================
</TABLE>
<TABLE>
CAPTION>
                                                                       Balance as of
                                                            --------------------------------------
                                                                March 31,          December 31,
                                                                  2002                  2001
                                                            -----------------     ----------------
     Assets:                                                          (in thousands)
<S>                                                             <C>                   <C>
       North American outsourcing                               $ 224,427             $ 190,239
       International outsourcing                                  157,096               167,378
       Database marketing and consulting                           69,817                64,379
       Corporate activities                                       135,238               151,943
                                                            -----------------     ----------------
           Total                                                $ 586,578             $ 573,939
                                                            =================     ================

     Goodwill, net:
       North American outsourcing                               $  11,446             $  11,446
       International outsourcing                                    4,215                15,756
       Database marketing and consulting                           13,361                13,361
                                                            -----------------     ----------------
           Total                                                $  29,022             $  40,563
                                                            =================     ================
</TABLE>

                                       7
<PAGE>

         The following data includes revenues based on the geographic location
in which the services are provided (in thousands):

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                          March 31,
                                                            --------------------------------------
                                                                  2002                  2001
                                                            -----------------     ----------------
<S>                                                             <C>                   <C>
     Revenues:
       United States                                            $ 164,138             $ 139,358
       Canada                                                      33,361                37,782
       Europe                                                      18,108                28,493
       Asia Pacific                                                20,800                15,506
       Latin America                                               17,624                16,741
                                                            -----------------     ----------------
           Total                                                $ 254,031             $ 237,880
                                                            =================     ================
</TABLE>

(4)      SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION AND NONCASH INVESTING
         AND FINANCING ACTIVITIES

                                           Three Months Ended
                                                March 31,
                                      -------------------------------
                                          2002              2001
                                      --------------    -------------
                                             (in thousands)
     Cash paid for interest              $   983            $ 1,887
     Cash paid for income taxes          $ 9,611            $11,928

(5)      COMPREHENSIVE INCOME (LOSS)

         The Company's comprehensive loss for the three months ended March 31,
2002 and 2001 was as follows (in thousands):

<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                 March 31,
                                                                      -------------------------------
                                                                          2002              2001
                                                                      --------------    -------------
<S>                                                                     <C>               <C>
     Net loss for the period                                            $    (740)        $  (3,866)
     Other comprehensive income (loss), net of tax:
       Foreign currency translation adjustment                             (3,831)           (4,339)
       Gain (loss) on hedging instruments, net of reclassification
          adjustment                                                          865            (1,351)
       Unrealized holding losses on securities arising during the
          period, net of reclassification adjustment                         (110)           (8,431)
                                                                      --------------    -------------
     Other comprehensive loss, net of tax                                  (3,076)          (14,121)
                                                                      --------------    -------------
     Comprehensive loss                                                 $  (3,816)        $ (17,987)
                                                                      ==============    =============
</TABLE>

(6)      EARNINGS (LOSS) PER SHARE

         Basic earnings per share are computed by dividing the Company's net
income (loss) by the weighted average number of common shares outstanding. The
impact of any potentially dilutive securities is excluded. Diluted earnings per
share are computed by dividing the Company's net income (loss) by the weighted
average number of shares and dilutive potential shares outstanding during the
period. The following table sets forth the computation of basic and diluted
earnings per share for the periods indicated.

                                       8
<PAGE>

                                                 Three Months Ended
                                                      March 31,
                                              -------------------------
                                                  2002        2001
                                              -------------------------
                                                     (in thousands)
Shares used in basic per share calculation         76,755      74,753
Effects of dilutive securities:
  Warrants                                             49          --
  Stock options                                     1,792          --
  Other                                               250          --
                                              -------------------------
Shares used in diluted per share calculation       78,846      74,753
                                              =========================

         For the three months ended March 31, 2002, 3.5 million options to
purchase shares of common stock were outstanding but were not included in the
computation of diluted earnings per share because the effect would have been
antidilutive. For the three months ended March 31, 2001, basic and diluted
weighted average shares are the same as the effect of including common stock
equivalents would have been anti-dilutive.

(7)      DERIVATIVES

         On January 1, 2001, the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS No. 133
requires every derivative instrument (including certain derivative instruments
embedded in other contracts) to be recorded in the balance sheet as either an
asset or liability measured at its fair value, with changes in the fair value of
qualifying hedges recorded in other comprehensive income. SFAS 133 requires that
changes in the derivatives fair value be recognized currently in earnings unless
specific hedge accounting criteria are met. Special accounting for qualifying
hedges allows a derivative's gains and losses to offset the related results on
the hedged item in the income statement, and requires that a Company must
formally document, designate and assess the effectiveness of transactions that
receive hedge accounting treatment.

         At March 31, 2002, the Company has an interest rate swap designated as
a cash flow hedge. The Company has an operating lease for its headquarters
building for which the required lease payments are variable based on LIBOR. On
December 12, 2000, the Company entered into an interest rate swap in which the
Company receives LIBOR and pays fixed rate interest of 6.12%. The swap agreement
has a notional amount of approximately $38.2 million and has a six-year term. As
of March 31, 2002, the Company has a derivative liability associated with this
swap of $1.6 million.

         The Company's Canadian subsidiary's functional currency is the Canadian
dollar. The subsidiary has contracts payable in U.S. dollars and the Company has
contracted with a commercial bank, at no material cost, to acquire a total of
$35.5 million Canadian dollars through September 30, 2002 at a fixed price in
U.S. dollars of $22.7 million to hedge its foreign currency risk. During the
three months ended March 31, 2002 and 2001, the Company recorded $0.4 million
and $0, respectively, in its condensed statements of operations relating to
Canadian dollar forward contracts. As of March 31, 2002, the Company has a
derivative liability of $0.5 million associated with these forward contracts.

(8)      RESTRUCTURING CHARGES

         During the first quarter of 2001, the Company implemented certain cost
cutting measures. In connection with these actions, the Company's corporate
segment recorded a $12.5 million pre-tax charge for severance and other
termination benefits related to a reduction in force of approximately 300
employees and the Company's North American outsourcing segment recorded a $7.7
million pre-tax charge associated with the closure of a customer interaction
center located in Thornton, Colorado. These restructuring charges are included
in operating expenses as separate line items in the accompanying condensed
consolidated statements of operations.

                                       9
<PAGE>

(9)      EQUITY INVESTMENT

         In the fourth quarter of 2000, the Company and its enhansiv subsidiary
executed a transaction, whereby the Company transferred all of its shares of
common stock of enhansiv, inc., a Colorado corporation ("enhansiv"), to enhansiv
holdings, inc., a Delaware corporation ("EHI") in exchange for Series A
Convertible Preferred Stock of EHI. EHI is developing a centralized, open
architecture, customer management solution that incorporates a contact
management database across all customer contact channels. The Company believes
that the EHI technology will allow it to move to a more centralized technology
platform, allowing it to provide more cost effective solutions in a more
efficient manner. As part of the transaction, EHI sold shares of common stock to
a group of investors. These shares represent 100% of the existing common shares
of EHI, which in turn owns 100% of the common shares of enhansiv. In addition,
the Company received an option to purchase approximately 95% of the common stock
of EHI. The Company also agreed to make available to EHI a convertible $7.0
million line of credit, which was fully drawn in the second quarter of 2001.

         One of the investors was Kenneth D. Tuchman, the Company's Chairman and
CEO, who acquired 14.4 million shares of EHI common stock for $3.0 million,
representing 42.9% of EHI in the initial transaction. Subsequent to the initial
sale of common stock, EHI sold 9.6 million shares to Mr. Tuchman for $2.0
million, giving him an additional 12.1% interest in EHI. Upon Mr. Tuchman's
second investment, he entered into a confirmation joinder and amendment
agreement which states that for as long as Mr. Tuchman owns 50% of EHI's common
stock, all action requiring stockholder approval shall require approval of
holders of at least 66-2/3% of EHI common stock. The remaining equity of $4.0
million, which represents approximately 17% of the fair value of the assets at
inception, comes from unrelated third parties and is at risk.

         In June 2001, the Company entered into another transaction whereby the
Company agreed to fund an additional $5.0 million for certain development
activities in exchange for a licensing agreement and the right to convert this
additional investment into Series B Preferred Stock that is convertible at the
option of the Company into EHI's common stock. As of March 31, 2002, this
additional commitment had been fully funded.

         As discussed above, the Company's Series A Preferred Stock, its $7.0
million line of credit and its additional $5.0 million investment are each
convertible into EHI common stock under certain circumstances. Additionally, the
Company's option to purchase 95% of the common stock of EHI is also allowed only
under certain circumstances, none of which currently exist. There is no
assurance that the Company will either convert its convertible securities or
exercise its purchase option.

         As a preferred stockholder, the Company accounts for its investment in
EHI under the equity method of accounting. Accordingly, the Company records all
of EHI's losses in excess of the value of all subordinate equity investments in
EHI (common stock). The Company began reflecting EHI losses during the second
quarter of 2001. These losses, which totaled $2.3 million in the first quarter
of 2002, are included as a separate line item in other income (expense) in the
accompanying condensed consolidated statements of operations. During the three
months ended March 31, 2001, the Company did not record any losses from EHI.

         During the second quarter of 2001, after EHI was unsuccessful in
raising additional outside capital, the Company concluded that its investment in
EHI exceeded its fair value and such decline was other than temporary. The
Company's determination of fair market value was based on pre-money valuations
used by third parties during discussions to raise outside capital. The Company
considered current and anticipated market conditions it its determination that
the decline in value was other than temporary. As a result, the Company recorded
a $16.5 million charge to adjust the investment's carrying value down to its
estimated fair value. The Company's net investment in EHI of $1.5 million at
March 31, 2002 is included in other assets in the accompanying condensed
consolidated balance sheets. EHI has no outside debt or other outstanding
borrowings other than that owed to the Company.

         As a result of the transactions described above, the Company has
provided $12 million of funding to EHI subsequent to its formation in the fourth
quarter of 2000 in the form of preferred stock and debt which are convertible
into shares of EHI common stock. Additionally, the Company has received a
licensing agreement for EHI technology on favorable terms. As of the date of
this Form 10-Q, the Company has not authorized any additional funding of EHI.
Because the Company accounts for its investment in EHI under the equity method
of accounting, during the first quarter of 2002, the Company recorded $2.3
million of expense in the accompanying condensed consolidated statements of
operations in other income (expense) to reflect the losses of EHI for that
period.

                                       10
<PAGE>

Item 2.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  FOR THE PERIODS ENDED MARCH 31, 2002 AND 2001

INTRODUCTION

         This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains certain forward-looking statements that involve
risks and uncertainties. The Company has set forth in its Form 10-K for the year
ended December 31, 2001 a detailed discussion of risks and uncertainties
relating to the Company's business. The projections and statements contained in
these forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the Company's actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. The
Company's future results of operations and performance are subject to numerous
factors including: weakening of the global economy; the Company's ability to
obtain financing; the Company's ability to manage rapid growth; rapidly changing
technology; dependence on key personnel and labor force; difficulties of
completing and integrating acquisitions and joint ventures; risk of business
interruptions; risks associated with doing business internationally, including
foreign currency risk; lower than anticipated customer interaction center
capacity utilization; transitioning work from high cost centers to lower cost
markets; the loss or delay in implementation of a customer management program;
the Company's ability to build-out facilities in a timely and economic manner;
greater than anticipated competition from new entrants into the customer care
market, causing increased price competition or loss of clients; the loss of one
or more significant clients; higher than anticipated start-up costs associated
with new business opportunities; certain agreements with clients may be canceled
on relatively short notice without significant penalties; and the Company's
ability to generate a specific level of revenue is dependent upon customer
interest in and use of the Company's clients' products and services.
Specifically, the Company has experienced, and in the future could experience,
quarterly variations in revenues and earnings as a result of a variety of
factors, many of which are outside the Company's control, including: the
weakening of the global economy; the timing of new contracts; the timing of new
product or service offerings or modifications in client strategies; the
expiration or termination of existing contracts; the timing of increased
expenses incurred to obtain and support new business; and the seasonal pattern
of certain of the businesses serviced by the Company. Readers should review this
quarterly report in combination with the Company's Form 10-K for the year ended
December 31, 2001. The Company assumes no obligation to update its
forward-looking statements to reflect actual results or changes in factors
affecting such forward-looking statements.

RESULTS OF OPERATIONS

Three-Month Period Ended March 31, 2002 Compared to March 31, 2001

Revenues. Revenues increased $16.2 million or 6.8% to $254.0 million for the
three months ended March 31, 2002 from $237.9 million for the three months ended
March 31, 2001. This increase resulted primarily from an increase in North
American outsourcing revenues. On a segment basis, revenues from North American
outsourcing increased $18.3 million or 11.5% to $177.1 million for the three
months ended March 31, 2002 from $158.8 million for the three months ended March
31, 2001. The increase in North American outsourcing revenues primarily resulted
from a new client program launched in the first quarter of 2002 which was
partially offset by the loss of certain new economy programs from the prior
year. The economics of this new North American contract are highly dependent
upon the Company transitioning a substantial amount of the work from existing
high cost centers to lower cost markets. Revenues from international outsourcing
decreased $4.2 million or 6.9% to $56.5 million for the three months ended March
31, 2002 from $60.7 for the three months ended March 31, 2001. This decrease
primarily resulted from lower revenues in Spain and Argentina. Spanish revenues
were impacted by the termination of an unprofitable contract during the quarter
while Argentina was affected primarily by the currency devaluation taking place
in that country. Database marketing and consulting revenues increased $3.0
million or 16.2% for the three months ended March 31, 2002 primarily due to an
increase in active customers, primarily in the service reminder business.

                                       11
<PAGE>

Costs of Services. Costs of services, which are primarily variable with revenue,
increased $22.3 million, or 14.8% to $172.6 million for the three months ended
March 31, 2002 from $150.3 million for the three months ended March 31, 2001.
Costs of services as a percentage of revenues increased from 63.2% for the three
months ended March 31, 2001 to 67.9% for the three months ended March 31, 2002.
The increase in costs of services as a percentage of revenues is primarily the
result of a deterioration of international outsourced margins (primarily
Europe), deterioration of margin at Percepta, and the launch of a significant
North American facilities management program in the first quarter of 2002.

Selling, General and Administrative. Selling, general and administrative
expenses decreased $5.8 million, or 10.2% to $51.2 million for the three months
ended March 31, 2002, from $57.1 million for the three months ended March 31,
2001 primarily resulting from the Company's reductions in force during the first
and third quarters of 2001, along with reductions in other discretionary
spending such as consulting and travel between periods. Selling, general and
administrative expenses as a percentage of revenues decreased from 24.0% for the
three months ended March 31, 2001 to 20.2% for the three months ended March 31,
2002.

Depreciation and Amortization. Depreciation and amortization expense was flat at
$14.9 million for both three-month periods. Depreciation and amortization
expense as a percentage of revenues decreased to 5.9% for the three months ended
March 31, 2002 from 6.3% for the three months ended March 31, 2001. The three
months ended March 31, 2002 benefited from the adoption of SFAS No. 142, as
there was no goodwill amortization for that period. Goodwill amortization was
$0.5 million for the three months ended March 31, 2001.

Income (Loss) from Operations. As a result of the foregoing factors, in
combination with the restructuring charges of $20.3 million in 2001, income from
operations increased $20.0 million from a loss of $4.7 million for the three
months ended March 31, 2001, to income of $15.3 million for the three months
ended March 31, 2002. Operating income as a percentage of revenues increased
from a loss of 2.0% for the three months ended March 31, 2001 to income of 6.0%
for the three months ended March 31, 2002. Income from operations, exclusive of
nonrecurring items, decreased $0.3 million or 1.8% to $15.3 million for the
three months ended March 31, 2002 from $15.6 million for the three months ended
March 31, 2001. Income from operations as a percentage of revenues, exclusive of
nonrecurring items, decreased to 6.0% for the three months ended March 31, 2002
from 6.6% for the three months ended March 31, 2001.

Other Income (Expense). Other expense increased $2.8 million to $4.0 million for
the three months ended March 31, 2002 compared to $1.2 million for the three
months ended March 31, 2001. This increase primarily resulted from the Company
recording losses on its equity investment in EHI of $2.3 million for the three
months ended March 31, 2002, while recording $0 for the three months ending
March 31, 2001.

Income Taxes. Taxes on income increased $6.8 million to $4.4 million for the
three months ended March 31, 2002 from a benefit of $2.3 million for the three
months ended March 31, 2001. This increase was primarily due to the Company
recording the above mentioned restructuring charges in 2001, which resulted in
the Company having a pre-tax loss. The Company's effective tax rate for both
three months periods was 39.5%.

Cumulative Effect of Change in Accounting Principle. Upon adoption of SFAS No.
142 in the first quarter of 2002, the Company recorded a pre-tax impairment of
approximately $11.5 million related to the goodwill of its Latin American
reporting unit. Taxes of approximately $4.0 million were netted against the
impairment using a tax rate of 35%, which is the Company's effective rate in the
countries where the goodwill was recorded. The impairment was due to the
economic risk and uncertainty associated with that region, particularly
Argentina, and the corresponding discount rate used in the SFAS No. 142
calculation.

         The effect of no longer amortizing goodwill is expected to result in a
benefit to 2002 earnings of approximately $2.9 million on an annual basis, or
$0.02 per diluted share, compared to 2001.

Net Loss. As a result of the foregoing factors, net loss decreased $3.1 million
or 80.9%, to $0.7 million for the three months ended March 31, 2002 from $3.9
million for the three months ended March 31, 2001. Net income, exclusive of
nonrecurring items, decreased $1.6 million or 19.4% to $6.8 million for the
three months ended March 31, 2002 from $8.4 million for the three months ended
March 31, 2001.

                                       12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 2002, the Company had cash and cash equivalents of $65.2
million, securities available for sale of $1.2 million and short-term
investments of $6.9 million. Cash and cash equivalents decreased $30.2 million
from December 31, 2001, primarily as a result of working capital used in the
launch of the previously mentioned new client program in North America as well
as capital expenditures. Net cash used in operating activities was $17.9 million
for the three months ended March 31, 2002 as compared to net cash provided by
operating activities of $6.7 million for the three months ended March 31, 2001.
The decrease in net operating cash flow of $24.6 million primarily resulted from
incurring operating and other start-up costs associated with the launch of the
previously mentioned North American outsourcing contract without receiving
payment on the corresponding accounts receivable (which were not due as of March
31, 2002).

         Cash used in investing activities was $9.6 million for the three months
ended March 31, 2002 as compared to $34.3 million for the three months ended
March 31, 2001. For the three months ended March 31, 2002, the Company had
capital expenditures of $9.0 million compared to $24.0 million for the three
months ended March 31, 2001. In addition, 2001 investing activities included
$16.4 million of expenditures on the Company's former planned headquarters
building, which was subsequently sold in the fourth quarter of 2001.

         Cash used in financing activities was $3.0 million for the three months
ended March 31, 2002 as compared to $9.9 million provided by financing
activities for the three months ended March 31, 2001. The cash used in financing
activities for 2002 primarily related to payments of short-term debt and capital
leases, as well as the purchase of treasury stock. The cash flow in 2001 was
primarily generated from borrowings under the line of credit.

         Historically, capital expenditures have been, and future capital
expenditures are anticipated to be, primarily for the development of customer
interaction centers, technology deployment and systems integrations. The Company
currently expects total capital expenditures in 2002 to be approximately $70
million to $75 million. The Company expects its capital expenditures will be
used primarily to open several new non-U.S. customer interaction centers,
maintenance capital for existing centers and internal technology projects. Such
expenditures will be financed with internally generated funds and existing cash
balances. The level of capital expenditures incurred in 2002 will be dependent
upon new client contracts obtained by the Company and the corresponding need for
additional capacity. In addition, if the Company's future growth is generated
through facilities management contracts, the anticipated level of capital
expenditures could be reduced.

         In the fourth quarter of 2001, the Company completed a $75.0 million
offering of unsecured Senior Notes. The Senior Notes consist of two tranches;
$60.0 million bearing interest at 7% per annum with a seven-year term and $15.0
million bearing interest at 7.4% per annum with a 10-year term. Additionally,
the Company has an unsecured revolving line of credit agreement with a syndicate
of five commercial banks under which it may borrow up to $87.5 million. At March
31, 2002, there were no borrowings under the line of credit. The line of credit
expires in November 2002. It is management's intent to renegotiate the line and
extend the maturity date. There is no assurance that the line of credit will be
renegotiated or extended. The Company believes that existing cash on hand, along
with internally generated cash flows and availability under its revolving line
of credit are sufficient to fund planned operations for the foreseeable future.

         From time to time, the Company engages in discussions regarding
restructurings, dispositions, mergers, acquisitions and other similar
transactions. Any such transaction could include, among other things, the
transfer, sale or acquisition of significant assets, businesses or interests,
including joint ventures, or the incurrence, assumption or refinancing of
indebtedness, and could be material to the financial condition and results of
operations of the Company. There is no assurance that any such discussions will
result in the consummation of any such transaction.

         In December 2000, the Company and State Street Bank and Trust Company
("State Street") consummated a lease transaction for the Company's new corporate
headquarters, whereby State Street acquired the property at 9197 South Peoria
Street, Englewood, Colorado (the "Property"). Simultaneously, State Street
leased the Property to TeleTech Services Corporation ("TSC"), a wholly owned
subsidiary of the Company. As part of the transaction, State Street formed a
special purpose entity to purchase the Property and hold the associated equity
and debt from a group of banks. The debt held by this entity was approximately
$37.0 million at March 31, 2002. The Company's lease on the Property has a
four-year term and expires in December 2004. At expiration, the Company has
three options: 1) renew the lease for two one-year periods at the same monthly
rate paid during the original term, 2) purchase the Property for approximately
$38.2 million, or 3) vacate the Property. In the event the Company vacates the
Property, the Company must sell the Property. If the Property is sold for less
than $38.2

                                       13
<PAGE>

million, the Company has guaranteed State Street a residual payment upon sale of
the building based on a percentage of the difference between the selling price
and appraised fair market value of the Property. If the Company were to vacate
the Property prior to the original four-year term, the Company has guaranteed
State Street a residual value of approximately $31.5 million upon sale of the
Property. The potential liability, if any, resulting from a residual payment has
not been reflected on the accompanying condensed consolidated balance sheets.
This arrangement is not expected to have a material effect on liquidity or
availability of or requirements for capital resources. A significant restrictive
covenant under this agreement requires the Company to maintain at least one
dollar of net income each quarter. Additionally, the lease payments are variable
based on LIBOR. However, the Company has an interest rate swap agreement in
place to hedge any fluctuations in LIBOR.

         As more fully described in Note 9 to the condensed consolidated
financial statements, the Company has provided approximately $12.0 million of
funding to EHI, an entity being accounted for under the equity method of
accounting. EHI is developing a centralized, open architecture, customer
management solution that incorporates a contact management database across all
customer contact channels. The Company believes that the EHI technology will
allow it to move to a more centralized technology platform, allowing it to
provide more cost effective solutions in a more timely manner. During the three
months ended March 31, 2002, the Company recorded approximately $2.3 million of
pro rata losses related to this equity investment. EHI has been dependent upon
the Company for its recent financing requirements. The Company's board of
directors has authorized a total of $12.0 million of funding for EHI which has
been fully funded. Management of EHI believe that they have sufficient cash
reserves and working capital to fund EHI through at least May 31, 2002, however,
EHI expects to require additional funding during 2002. EHI is currently
evaluating its alternatives. If the Company authorizes additional funding of
EHI, it is not expected to materially affect the Company's liquidity or the
availability of or requirements for capital resources. There can be no assurance
that the Company will authorize additional funding for EHI, or that EHI will
obtain funding from other sources.

         At March 31, 2002, the Company had the following contractual
obligations (amounts in thousands):

<TABLE>
<CAPTION>
                                                Less than                                      Over
      Contractual Obligations                    1 year        2-3 years      4-5 years       5 years         Total
      -----------------------                   ----------    -----------     ---------       -------         -----
<S>                                            <C>           <C>             <C>           <C>            <C>
Long-term debt and Senior Notes/1/              $    942      $  17,186       $ 29,412      $  33,068      $  80,608
Capital lease obligations/1/                       3,879          2,926             --             --          6,805
Operating lease commitments/2/                    20,302         50,339         36,586         94,532        201,759
Residual value guarantee on headquarters/2/           --         31,500             --             --         31,500
                                              -------------- -------------- -------------- -------------- --------------
Total                                           $ 25,123      $ 101,951       $ 65,998      $ 127,600      $320,672
                                              ============== ============== ============== ============== ==============
</TABLE>

/1/   Reflected on accompanying condensed consolidated balance sheets.
/2/   Not reflected on accompanying condensed consolidated balance sheets.

Critical Accounting Policies

         The Company has identified the policies below as critical to its
business and results of operations. The impact and any associated risks related
to these policies on the Company's business is discussed throughout Management's
Discussion and Analysis of Financial Condition and Results of Operations where
such policies affect reported and expected financial results. For a detailed
discussion on the application of these and other accounting policies, see Note 1
to the consolidated financial statements in the Company's Form 10-K for the year
ended December 31, 2001.

         Revenue Recognition. The revenue recognition policy is significant
because revenue is a key component of operating results. The Company follows
very specific and detailed guidelines in measuring revenue. In addition, revenue
recognition sometimes determines the timing of certain expenses, such as certain
sales commissions.

         Derivatives. Being able to mitigate economic risk associated with
changes in foreign currencies is important to the Company. The ability to
qualify for hedge accounting allows the Company to match the gains and losses
from changes in the fair market value of the derivative securities used for
hedging activities with the operating results being hedged.

                                       14
<PAGE>

NEW ACCOUNTING PRONOUNCEMENTS

         In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which establishes accounting standards for recognition
and measurement of a liability for an asset retirement obligation and the
associated asset retirement cost. This statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002. Management has
not yet determined the effect SFAS No. 143 will have on its financial position,
if any.

         In April 2002, the FASB issued SFAS No. 145, "Recission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections," which eliminates consistency between required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback
transactions. This statement is effective for financial statements issued for
fiscal years beginning after May 15, 2002. Management has not yet determined the
effect SFAS No. 145 will have on its financial position, if any.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   FOR THE PERIOD ENDED MARCH 31, 2002

         Market risk represents the risk of loss that may impact the financial
position, results of operations or cash flows of the Company due to adverse
changes in financial and commodity market prices and rates. The Company is
exposed to market risk in the areas of changes in U.S. interest rates, foreign
currency exchange rates as measured against the U.S. dollar and changes in the
market value of its investment portfolio. These exposures are directly related
to its normal operating and funding activities. As of March 31, 2002, the
Company has entered into forward financial instruments to manage and reduce the
impact of changes in foreign currency rates with a major financial institution.
The Company has also entered into an interest rate swap agreement to manage its
cash flow risk on the lease for the Property as the lease payments are based on
variable monthly interest.

Interest Rate Risk

         The interest on the Company's line of credit is variable based on the
bank's base rate or offshore rate, and therefore, affected by changes in market
interest rates. At March 31, 2002, there were no amounts outstanding on the line
of credit.

Foreign Currency Risk

         The Company has wholly owned subsidiaries in Argentina, Australia,
Brazil, Canada, China, Mexico, New Zealand, Northern Ireland, the Philippines,
Scotland, Singapore, and Spain. Revenues and expenses from these operations are
denominated in local currency, thereby creating exposures to changes in exchange
rates. The changes in the exchange rate may positively or negatively affect the
Company's revenues and net income attributed to these subsidiaries. For the
three months ended March 31, 2002, revenues from non-U.S. countries represented
35.4% of consolidated revenues.

         The Company has contracted with a commercial bank at no material cost,
to acquire a total of $35.5 million Canadian dollars from April 2002 to
September 2002 at a fixed price in U.S. dollars of $22.7 million. There is no
material difference between the fixed exchange ratio and the current exchange
U.S./Canadian dollar ratio. If the U.S./Canadian dollar exchange rate were to
increase 10% from period-end levels, the Company would not incur a material loss
on the contract.

Fair Value of Debt and Equity Securities

         The Company's investments in debt and equity securities are short-term
and not subject to significant fluctuations in fair value. If interest rates and
equity prices were to decrease 10% from period-end levels, the fair value of the
Company's debt and equity securities would have decreased $0.8 million.

                                       15
<PAGE>

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits filed through the filing of this Form 10-Q

                  None.

         (b)      Reports on Form 8-K

                  TeleTech's Current Report on Form 8-K filed January 17, 2002.

                                       16
<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 thereunto duly authorized.




                                          TELETECH HOLDINGS, INC.
                                          -----------------------
                                                (Registrant)


     Date: May 9, 2002                    By: /s/ KENNETH D. TUCHMAN
          --------------                  -------------------------------------
                                          Kenneth D. Tuchman
                                          Chairman and Chief Executive Officer


     Date: May 9, 2002                    By: /s/ MARGOT O'DELL
          --------------                  -------------------------------------
                                          Chief Financial Officer and Executive
                                          Vice President of Administration

                                       17
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================================================================================

                                  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, 2002

                                       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 0-21055

                                 ---------------

                             TeleTech Holdings, Inc.
             (Exact name of Registrant as specified in its charter)

               Delaware                                 84-1291044
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)

                            9197 South Peoria Street
                            Englewood, Colorado 80112
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (303) 397-8100

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, 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.

                                                     Outstanding at
Class of Common Stock                                 May 7, 2002
Common Stock, par value $.01 per share                 77,114,629
TELETECH HOLDINGS, INC. AND SUBSIDIARIES

                                    FORM 10-Q

                                      INDEX
PART I. FINANCIAL INFORMATION                                              Page
-----------------------------

Item 1.      Financial Statements (unaudited)

             Condensed Consolidated Balance Sheets--March 31, 2002
             (unaudited) and December 31, 2001                                3

             Condensed Consolidated Statements of Operations--
             Three Months Ended March 31, 2002 and 2001 (unaudited)           4

             Condensed Consolidated Statements of Cash Flows--
             Three Months Ended March 31, 2002 and 2001 (unaudited)           5

             Notes to Unaudited Condensed Consolidated Financial
             Statements--March 31, 2002                                       6

Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations                             11

Item 3.      Quantitative and Qualitative Disclosures about Market Risk      15

PART II. OTHER INFORMATION
--------------------------

Item 1.      Legal Proceedings                                               16

Item 6.      Exhibits and Reports on Form 8-K                                16

             SIGNATURES                                                      17

                                       2
Item 1.
                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                   (Amounts in thousands except share amounts)
March 31,      December 31,
                                       ASSETS                                              2002            2001
                                       ------                                         --------------------------------
CURRENT ASSETS:                                                                         (unaudited)
Cash and cash equivalents                                                              $ 65,200        $ 95,430
  Investment in available-for-sale securities                                               1,237           2,281
  Short-term investments                                                                    6,898           6,460
  Accounts receivable, net                                                                200,760         162,344
  Prepaids and other assets                                                                37,669          30,298
  Deferred tax asset                                                                       11,096          11,613
                                                                                      --------------------------------
      Total current assets                                                                322,860         308,426
                                                                                      --------------------------------
PROPERTY AND EQUIPMENT, net                                                               169,392         177,959
                                                                                      --------------------------------
OTHER ASSETS:
  Goodwill, net                                                                            29,022          40,563
  Contract acquisition costs, net                                                          27,434          12,873
  Deferred tax asset                                                                       10,863           6,800
  Other assets                                                                             27,007          27,318
                                                                                      --------------------------------
      Total assets                                                                       $586,578        $573,939
                                                                                      ================================

                        LIABILITIES AND STOCKHOLDERS' EQUITY
                        ------------------------------------
CURRENT LIABILITIES:
  Accounts payable                                                                       $ 26,861        $ 17,939
  Accrued employee compensation and benefits                                               43,708          42,316
  Other accrued expenses                                                                   41,584          35,991
  Customer advances and deferred income                                                    24,479          22,048
  Current portion of long-term debt and capital lease obligations                           4,821           4,927
                                                                                      --------------------------------
      Total current liabilities                                                           141,453         123,221
                                                                                      --------------------------------
LONG-TERM DEBT, net of current portion:
  Senior notes                                                                             75,000          75,000
  Capital lease obligations                                                                 2,926           4,081
  Other long-term debt                                                                      4,666           4,916
  Other liabilities                                                                         4,283           4,452
                                                                                      --------------------------------
      Total liabilities                                                                   228,328         211,670
                                                                                      --------------------------------
MINORITY INTEREST                                                                          14,369          14,319
                                                                                      --------------------------------

STOCKHOLDERS' EQUITY:
  Stock purchase warrants                                                                   5,100           5,100
  Common stock; $.01 par value; 150,000,000 shares authorized; 76,924,589 and
    76,751,607 shares, respectively, issued and outstanding                                   769             768
  Additional paid-in capital                                                              211,646         212,097
  Accumulated other comprehensive loss                                                    (22,289)        (19,213)
  Deferred compensation                                                                    (1,728)         (2,078)
  Notes receivable from stockholders                                                         (260)           (107)
  Retained earnings                                                                       150,643         151,383
                                                                                      --------------------------------
      Total stockholders' equity                                                          343,881         347,950
                                                                                      --------------------------------
      Total liabilities and stockholders' equity                                         $586,578        $573,939
                                                                                      ================================
The accompanying notes are an integral part
                of these condensed consolidated balance sheets.

                                       3
TELETECH HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  (Amounts in thousands except per share data)
                                   (Unaudited)
Three Months Ended
                                                                                             March 31,
                                                                                   -------------------------------
                                                                                          2002           2001
                                                                                   -------------------------------
REVENUES                                                                    $ 254,031      $ 237,880
                                                                                   -------------------------------
           OPERATING EXPENSES:
             Costs of services                                                           172,567        150,312
             Selling, general and administrative expenses                                 51,225         57,063
             Depreciation and amortization                                                14,939         14,919
             Restructuring charges                                                            --         12,518
             Loss on closure of customer interaction center                                   --          7,733
                                                                                   -------------------------------
                 Total operating expenses                                                238,731        242,545
                                                                                   -------------------------------
           INCOME (LOSS) FROM OPERATIONS                                                  15,300         (4,665)
                                                                                   -------------------------------
           OTHER INCOME (EXPENSE):
             Interest, net                                                                (1,070)        (1,095)
             Share of losses on equity investment                                         (2,331)            --
             Gain on sale of securities                                                      174             --
             Other                                                                          (817)          (101)
                                                                                   -------------------------------
                                                                                          (4,044)        (1,196)
                                                                                   -------------------------------
           INCOME (LOSS) BEFORE INCOME TAXES, MINORITY INTEREST AND CUMULATIVE            11,256         (5,861)
             EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
             Provision (benefit) for income taxes                                          4,444         (2,316)
                                                                                   -------------------------------
           INCOME (LOSS) BEFORE MINORITY INTEREST AND CUMULATIVE EFFECT OF CHANGE
             IN ACCOUNTING PRINCIPLE                                                       6,812         (3,545)
             Minority interest                                                               (50)          (321)
                                                                                   -------------------------------
           INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
             PRINCIPLE                                                                     6,762         (3,866)
           CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE, net of taxes of
             $4,039 and $0 (See Note 2)                                                   (7,502)            --
                                                                                   -------------------------------
           NET LOSS                                                                    $    (740)     $  (3,866)
                                                                                   ===============================
           WEIGHTED AVERAGE SHARES OUTSTANDING:
                Basic                                                                     76,755         74,753
                Diluted                                                                   78,846         74,753

           INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
             PRINCIPLE PER SHARE:
                Basic                                                                  $    0.09      $   (0.05)
                Diluted                                                                $    0.09      $   (0.05)

           NET LOSS PER SHARE:
                Basic                                                                  $   (0.01)     $   (0.05)
                Diluted                                                                $   (0.01)     $   (0.05)
The accompanying notes are an integral part
             of these condensed consolidated financial statements.

                                       4
TELETECH HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)
                                   (Unaudited)
Three Months Ended
                                                                                                      March 31,
                                                                                           --------------------------------
                                                                                                2002            2001
                                                                                           --------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                                 $    (740)      $  (3,866)
     Adjustments to reconcile net income (loss) to net cash (used in) provided by
         operating activities:
       Cumulative effect of change in accounting principle                                        7,502              --
       Depreciation and amortization                                                             14,939          14,919
       Minority interest                                                                             50             321
       Bad debt expense                                                                           1,066             855
       Gain on sale of securities                                                                  (174)             --
       Loss on closure of customer interaction center                                                --           7,733
       Deferred taxes                                                                               262           1,218
       Share of losses on equity investment                                                       2,331              --
       Loss on derivative                                                                           405              --
       Tax benefit from stock option exercises                                                      111             272
       Amortization of deferred compensation                                                        350              --
       Changes in assets and liabilities:
         Accounts receivable                                                                    (39,529)         15,387
         Prepaids and other assets                                                               (7,422)         (6,033)
         Accounts payable and accrued expenses                                                      585         (32,380)
         Customer advances and deferred income                                                    2,384           8,291
                                                                                           --------------------------------
           Net cash (used in) provided by operating activities                                  (17,880)          6,717
                                                                                           --------------------------------
   CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                                          (8,974)        (23,980)
     Proceeds from sale of available-for-sale securities                                          1,046              --
     Investment in real estate held for sale                                                         --         (16,372)
     Changes in other assets related to investing activities                                     (1,207)            (70)
     Net (increase) decrease in short-term investments                                             (438)          6,117
                                                                                           --------------------------------
           Net cash used in investing activities                                                 (9,573)        (34,305)
                                                                                           --------------------------------
   CASH FLOWS FROM FINANCING ACTIVITIES:
     Net increase in line of credit                                                                  --          11,500
     Payments on long-term debt                                                                  (1,064)           (991)
     Payments on capital lease obligations                                                       (1,264)         (1,578)
     Proceeds from exercise of stock options                                                        384             944
     Purchase of treasury stock                                                                  (1,098)             --
                                                                                           --------------------------------
           Net cash (used in) provided by financing activities                                   (3,042)          9,875
                                                                                           --------------------------------
     Effect of exchange rate changes on cash                                                        265          (4,497)
   NET DECREASE IN CASH AND CASH EQUIVALENTS                                                    (30,230)        (22,210)
   CASH AND CASH EQUIVALENTS, beginning of period                                                95,430          58,797
                                                                                           --------------------------------
   CASH AND CASH EQUIVALENTS, end of period                                                   $  65,200       $  36,587
                                                                                           ================================
The accompanying notes are an integral part
             of these condensed consolidated financial statements.

                                       5
TELETECH HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002

(1)      OVERVIEW AND BASIS OF PRESENTATION

Overview

         TeleTech Holdings, Inc. ("TeleTech" or the "Company") is a leading
global provider of customer management solutions for large multinational
companies in the United States, Argentina, Australia, Brazil, Canada, China,
Mexico, New Zealand, Northern Ireland, the Philippines, Scotland, Singapore and
Spain. Customer management encompasses a wide range of customer acquisition,
retention and satisfaction programs designed to maximize the lifetime value of
the relationship between the Company's clients and their customers.

Basis of Presentation

         The accompanying unaudited condensed consolidated financial statements
have been prepared without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. The condensed consolidated financial
statements reflect all adjustments (consisting of only normal recurring entries)
which, in the opinion of management, are necessary to present fairly the
financial position at March 31, 2002, and the results of operations and cash
flows of the Company and its subsidiaries for the three months ended March 31,
2002 and 2001. Operating results for the three months ended March 31, 2002 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2002.

         The unaudited condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements and footnotes
thereto included in the Company's Form 10-K for the year ended December 31,
2001. Certain 2001 amounts have been reclassified to conform to 2002
presentation.

(2)      EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         On January 1, 2002, the Company adopted Statement on Financial
Accounting Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets."
SFAS No. 142 provides guidance on the accounting for goodwill and other
intangibles specifically relating to identifying and allocating purchase price
to specific identifiable intangible assets. Additionally, SFAS No. 142 provides
guidance for the amortization of identifiable intangible assets and states that
goodwill shall not be amortized, but rather tested for impairment, at least
annually, using a fair value approach. In connection with the adoption of SFAS
No. 142, the Company recorded a pre-tax impairment of approximately $11.5
million related to the goodwill of its Latin American reporting unit. The
impairment is reflected as the cumulative effect of a change in accounting
principle in the accompanying condensed consolidated statements of operations
for the three months ended March 31, 2002.

         In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which establishes accounting standards for recognition
and measurement of a liability for an asset retirement obligation and the
associated asset retirement cost. This statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002. Management has
not yet determined the effect SFAS No. 143 will have on its financial position,
if any.

         On January 1, 2002, the Company adopted SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets." The statement addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets. SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed Of." SFAS No. 144 also
supersedes the accounting and reporting provisions of APB No. 30, "Reporting the
Results of Operations -- Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions," for the disposal of a segment of a business. SFAS No. 144 also
amends APB No. 51, "Consolidated Financial Statements," to eliminate the
exception to consolidation for a subsidiary for which control is likely to be
temporary. The provisions of this statement are generally to be applied
prospectively. The adoption of this pronouncement did not have a material effect
on the financial position of the Company.

                                       6
In April 2002, the FASB issued SFAS No. 145, "Recission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections," which eliminates consistency between required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback
transactions. This statement is effective for financial statements issued for
fiscal years beginning after May 15, 2002. Management has not yet determined the
effect SFAS No. 145 will have on its financial position, if any.

(3)      SEGMENT INFORMATION AND CUSTOMER CONCENTRATIONS

         The Company classifies its business activities into four fundamental
segments: North American outsourcing, international outsourcing, database
marketing and consulting, and corporate activities. These segments are
consistent with the Company's management of the business and generally reflect
its internal financial reporting structure and operating focus. North American
and international outsourcing provide comprehensive customer management
solutions. North American outsourcing consists of customer management services
provided in the United States and Canada. Database marketing and consulting
provide outsourced database management, direct marketing and related customer
retention services for automobile dealerships and manufacturers. Included in
corporate activities are general corporate expenses and operational management
expenses not attributable to any other segment. Segment accounting policies are
the same as those used in the consolidated financial statements. There are no
significant transactions between the reported segments for the periods
presented.

         In December 2001, the Company changed its internal reporting structure,
which caused the composition of the reportable segments to change. The
information for the three months ended March 31, 2001 has been restated to
reflect this change.
Three Months Ended
                                                                          March 31,
                                                            --------------------------------------
                                                                  2002                 2001
                                                            --------------------------------------
     Revenues:                                                         (in thousands)
North American outsourcing                               $ 177,136             $ 158,802
       International outsourcing                                   56,533                60,741
       Database marketing and consulting                           21,299                18,326
       Corporate activities                                          (937)                   11
                                                            -----------------     ----------------
           Total                                                $ 254,031             $ 237,880
                                                            =================     ================

     Operating Income (Loss):
       North American outsourcing                               $  25,044             $  16,488
       International outsourcing                                   (1,776)                5,290
       Database marketing and consulting                            2,697                 2,045
       Corporate activities                                       (10,665)              (28,488)
                                                            -----------------     ----------------
           Total                                                $  15,300             $  (4,665)
                                                            =================     ================
CAPTION>
                                                                       Balance as of
                                                            --------------------------------------
                                                                March 31,          December 31,
                                                                  2002                  2001
                                                            -----------------     ----------------
     Assets:                                                          (in thousands)
North American outsourcing                               $ 224,427             $ 190,239
       International outsourcing                                  157,096               167,378
       Database marketing and consulting                           69,817                64,379
       Corporate activities                                       135,238               151,943
                                                            -----------------     ----------------
           Total                                                $ 586,578             $ 573,939
                                                            =================     ================

     Goodwill, net:
       North American outsourcing                               $  11,446             $  11,446
       International outsourcing                                    4,215                15,756
       Database marketing and consulting                           13,361                13,361
                                                            -----------------     ----------------
           Total                                                $  29,022             $  40,563
                                                            =================     ================
7
The following data includes revenues based on the geographic location
in which the services are provided (in thousands):
Three Months Ended
                                                                          March 31,
                                                            --------------------------------------
                                                                  2002                  2001
                                                            -----------------     ----------------
Revenues:
       United States                                            $ 164,138             $ 139,358
       Canada                                                      33,361                37,782
       Europe                                                      18,108                28,493
       Asia Pacific                                                20,800                15,506
       Latin America                                               17,624                16,741
                                                            -----------------     ----------------
           Total                                                $ 254,031             $ 237,880
                                                            =================     ================
(4)      SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION AND NONCASH INVESTING
         AND FINANCING ACTIVITIES

                                           Three Months Ended
                                                March 31,
                                      -------------------------------
                                          2002              2001
                                      --------------    -------------
                                             (in thousands)
     Cash paid for interest              $   983            $ 1,887
     Cash paid for income taxes          $ 9,611            $11,928

(5)      COMPREHENSIVE INCOME (LOSS)

         The Company's comprehensive loss for the three months ended March 31,
2002 and 2001 was as follows (in thousands):
Three Months Ended
                                                                                 March 31,
                                                                      -------------------------------
                                                                          2002              2001
                                                                      --------------    -------------
Net loss for the period                                            $    (740)        $  (3,866)
     Other comprehensive income (loss), net of tax:
       Foreign currency translation adjustment                             (3,831)           (4,339)
       Gain (loss) on hedging instruments, net of reclassification
          adjustment                                                          865            (1,351)
       Unrealized holding losses on securities arising during the
          period, net of reclassification adjustment                         (110)           (8,431)
                                                                      --------------    -------------
     Other comprehensive loss, net of tax                                  (3,076)          (14,121)
                                                                      --------------    -------------
     Comprehensive loss                                                 $  (3,816)        $ (17,987)
                                                                      ==============    =============
(6)      EARNINGS (LOSS) PER SHARE

         Basic earnings per share are computed by dividing the Company's net
income (loss) by the weighted average number of common shares outstanding. The
impact of any potentially dilutive securities is excluded. Diluted earnings per
share are computed by dividing the Company's net income (loss) by the weighted
average number of shares and dilutive potential shares outstanding during the
period. The following table sets forth the computation of basic and diluted
earnings per share for the periods indicated.

                                       8
Three Months Ended
                                                      March 31,
                                              -------------------------
                                                  2002        2001
                                              -------------------------
                                                     (in thousands)
Shares used in basic per share calculation         76,755      74,753
Effects of dilutive securities:
  Warrants                                             49          --
  Stock options                                     1,792          --
  Other                                               250          --
                                              -------------------------
Shares used in diluted per share calculation       78,846      74,753
                                              =========================

         For the three months ended March 31, 2002, 3.5 million options to
purchase shares of common stock were outstanding but were not included in the
computation of diluted earnings per share because the effect would have been
antidilutive. For the three months ended March 31, 2001, basic and diluted
weighted average shares are the same as the effect of including common stock
equivalents would have been anti-dilutive.

(7)      DERIVATIVES

         On January 1, 2001, the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS No. 133
requires every derivative instrument (including certain derivative instruments
embedded in other contracts) to be recorded in the balance sheet as either an
asset or liability measured at its fair value, with changes in the fair value of
qualifying hedges recorded in other comprehensive income. SFAS 133 requires that
changes in the derivatives fair value be recognized currently in earnings unless
specific hedge accounting criteria are met. Special accounting for qualifying
hedges allows a derivative's gains and losses to offset the related results on
the hedged item in the income statement, and requires that a Company must
formally document, designate and assess the effectiveness of transactions that
receive hedge accounting treatment.

         At March 31, 2002, the Company has an interest rate swap designated as
a cash flow hedge. The Company has an operating lease for its headquarters
building for which the required lease payments are variable based on LIBOR. On
December 12, 2000, the Company entered into an interest rate swap in which the
Company receives LIBOR and pays fixed rate interest of 6.12%. The swap agreement
has a notional amount of approximately $38.2 million and has a six-year term. As
of March 31, 2002, the Company has a derivative liability associated with this
swap of $1.6 million.

         The Company's Canadian subsidiary's functional currency is the Canadian
dollar. The subsidiary has contracts payable in U.S. dollars and the Company has
contracted with a commercial bank, at no material cost, to acquire a total of
$35.5 million Canadian dollars through September 30, 2002 at a fixed price in
U.S. dollars of $22.7 million to hedge its foreign currency risk. During the
three months ended March 31, 2002 and 2001, the Company recorded $0.4 million
and $0, respectively, in its condensed statements of operations relating to
Canadian dollar forward contracts. As of March 31, 2002, the Company has a
derivative liability of $0.5 million associated with these forward contracts.

(8)      RESTRUCTURING CHARGES

         During the first quarter of 2001, the Company implemented certain cost
cutting measures. In connection with these actions, the Company's corporate
segment recorded a $12.5 million pre-tax charge for severance and other
termination benefits related to a reduction in force of approximately 300
employees and the Company's North American outsourcing segment recorded a $7.7
million pre-tax charge associated with the closure of a customer interaction
center located in Thornton, Colorado. These restructuring charges are included
in operating expenses as separate line items in the accompanying condensed
consolidated statements of operations.

                                       9
(9)      EQUITY INVESTMENT

         In the fourth quarter of 2000, the Company and its enhansiv subsidiary
executed a transaction, whereby the Company transferred all of its shares of
common stock of enhansiv, inc., a Colorado corporation ("enhansiv"), to enhansiv
holdings, inc., a Delaware corporation ("EHI") in exchange for Series A
Convertible Preferred Stock of EHI. EHI is developing a centralized, open
architecture, customer management solution that incorporates a contact
management database across all customer contact channels. The Company believes
that the EHI technology will allow it to move to a more centralized technology
platform, allowing it to provide more cost effective solutions in a more
efficient manner. As part of the transaction, EHI sold shares of common stock to
a group of investors. These shares represent 100% of the existing common shares
of EHI, which in turn owns 100% of the common shares of enhansiv. In addition,
the Company received an option to purchase approximately 95% of the common stock
of EHI. The Company also agreed to make available to EHI a convertible $7.0
million line of credit, which was fully drawn in the second quarter of 2001.

         One of the investors was Kenneth D. Tuchman, the Company's Chairman and
CEO, who acquired 14.4 million shares of EHI common stock for $3.0 million,
representing 42.9% of EHI in the initial transaction. Subsequent to the initial
sale of common stock, EHI sold 9.6 million shares to Mr. Tuchman for $2.0
million, giving him an additional 12.1% interest in EHI. Upon Mr. Tuchman's
second investment, he entered into a confirmation joinder and amendment
agreement which states that for as long as Mr. Tuchman owns 50% of EHI's common
stock, all action requiring stockholder approval shall require approval of
holders of at least 66-2/3% of EHI common stock. The remaining equity of $4.0
million, which represents approximately 17% of the fair value of the assets at
inception, comes from unrelated third parties and is at risk.

         In June 2001, the Company entered into another transaction whereby the
Company agreed to fund an additional $5.0 million for certain development
activities in exchange for a licensing agreement and the right to convert this
additional investment into Series B Preferred Stock that is convertible at the
option of the Company into EHI's common stock. As of March 31, 2002, this
additional commitment had been fully funded.

         As discussed above, the Company's Series A Preferred Stock, its $7.0
million line of credit and its additional $5.0 million investment are each
convertible into EHI common stock under certain circumstances. Additionally, the
Company's option to purchase 95% of the common stock of EHI is also allowed only
under certain circumstances, none of which currently exist. There is no
assurance that the Company will either convert its convertible securities or
exercise its purchase option.

         As a preferred stockholder, the Company accounts for its investment in
EHI under the equity method of accounting. Accordingly, the Company records all
of EHI's losses in excess of the value of all subordinate equity investments in
EHI (common stock). The Company began reflecting EHI losses during the second
quarter of 2001. These losses, which totaled $2.3 million in the first quarter
of 2002, are included as a separate line item in other income (expense) in the
accompanying condensed consolidated statements of operations. During the three
months ended March 31, 2001, the Company did not record any losses from EHI.

         During the second quarter of 2001, after EHI was unsuccessful in
raising additional outside capital, the Company concluded that its investment in
EHI exceeded its fair value and such decline was other than temporary. The
Company's determination of fair market value was based on pre-money valuations
used by third parties during discussions to raise outside capital. The Company
considered current and anticipated market conditions it its determination that
the decline in value was other than temporary. As a result, the Company recorded
a $16.5 million charge to adjust the investment's carrying value down to its
estimated fair value. The Company's net investment in EHI of $1.5 million at
March 31, 2002 is included in other assets in the accompanying condensed
consolidated balance sheets. EHI has no outside debt or other outstanding
borrowings other than that owed to the Company.

         As a result of the transactions described above, the Company has
provided $12 million of funding to EHI subsequent to its formation in the fourth
quarter of 2000 in the form of preferred stock and debt which are convertible
into shares of EHI common stock. Additionally, the Company has received a
licensing agreement for EHI technology on favorable terms. As of the date of
this Form 10-Q, the Company has not authorized any additional funding of EHI.
Because the Company accounts for its investment in EHI under the equity method
of accounting, during the first quarter of 2002, the Company recorded $2.3
million of expense in the accompanying condensed consolidated statements of
operations in other income (expense) to reflect the losses of EHI for that
period.

                                       10
Item 2.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  FOR THE PERIODS ENDED MARCH 31, 2002 AND 2001

INTRODUCTION

         This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains certain forward-looking statements that involve
risks and uncertainties. The Company has set forth in its Form 10-K for the year
ended December 31, 2001 a detailed discussion of risks and uncertainties
relating to the Company's business. The projections and statements contained in
these forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the Company's actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. The
Company's future results of operations and performance are subject to numerous
factors including: weakening of the global economy; the Company's ability to
obtain financing; the Company's ability to manage rapid growth; rapidly changing
technology; dependence on key personnel and labor force; difficulties of
completing and integrating acquisitions and joint ventures; risk of business
interruptions; risks associated with doing business internationally, including
foreign currency risk; lower than anticipated customer interaction center
capacity utilization; transitioning work from high cost centers to lower cost
markets; the loss or delay in implementation of a customer management program;
the Company's ability to build-out facilities in a timely and economic manner;
greater than anticipated competition from new entrants into the customer care
market, causing increased price competition or loss of clients; the loss of one
or more significant clients; higher than anticipated start-up costs associated
with new business opportunities; certain agreements with clients may be canceled
on relatively short notice without significant penalties; and the Company's
ability to generate a specific level of revenue is dependent upon customer
interest in and use of the Company's clients' products and services.
Specifically, the Company has experienced, and in the future could experience,
quarterly variations in revenues and earnings as a result of a variety of
factors, many of which are outside the Company's control, including: the
weakening of the global economy; the timing of new contracts; the timing of new
product or service offerings or modifications in client strategies; the
expiration or termination of existing contracts; the timing of increased
expenses incurred to obtain and support new business; and the seasonal pattern
of certain of the businesses serviced by the Company. Readers should review this
quarterly report in combination with the Company's Form 10-K for the year ended
December 31, 2001. The Company assumes no obligation to update its
forward-looking statements to reflect actual results or changes in factors
affecting such forward-looking statements.

RESULTS OF OPERATIONS

Three-Month Period Ended March 31, 2002 Compared to March 31, 2001

Revenues. Revenues increased $16.2 million or 6.8% to $254.0 million for the
three months ended March 31, 2002 from $237.9 million for the three months ended
March 31, 2001. This increase resulted primarily from an increase in North
American outsourcing revenues. On a segment basis, revenues from North American
outsourcing increased $18.3 million or 11.5% to $177.1 million for the three
months ended March 31, 2002 from $158.8 million for the three months ended March
31, 2001. The increase in North American outsourcing revenues primarily resulted
from a new client program launched in the first quarter of 2002 which was
partially offset by the loss of certain new economy programs from the prior
year. The economics of this new North American contract are highly dependent
upon the Company transitioning a substantial amount of the work from existing
high cost centers to lower cost markets. Revenues from international outsourcing
decreased $4.2 million or 6.9% to $56.5 million for the three months ended March
31, 2002 from $60.7 for the three months ended March 31, 2001. This decrease
primarily resulted from lower revenues in Spain and Argentina. Spanish revenues
were impacted by the termination of an unprofitable contract during the quarter
while Argentina was affected primarily by the currency devaluation taking place
in that country. Database marketing and consulting revenues increased $3.0
million or 16.2% for the three months ended March 31, 2002 primarily due to an
increase in active customers, primarily in the service reminder business.

                                       11
Costs of Services. Costs of services, which are primarily variable with revenue,
increased $22.3 million, or 14.8% to $172.6 million for the three months ended
March 31, 2002 from $150.3 million for the three months ended March 31, 2001.
Costs of services as a percentage of revenues increased from 63.2% for the three
months ended March 31, 2001 to 67.9% for the three months ended March 31, 2002.
The increase in costs of services as a percentage of revenues is primarily the
result of a deterioration of international outsourced margins (primarily
Europe), deterioration of margin at Percepta, and the launch of a significant
North American facilities management program in the first quarter of 2002.

Selling, General and Administrative. Selling, general and administrative
expenses decreased $5.8 million, or 10.2% to $51.2 million for the three months
ended March 31, 2002, from $57.1 million for the three months ended March 31,
2001 primarily resulting from the Company's reductions in force during the first
and third quarters of 2001, along with reductions in other discretionary
spending such as consulting and travel between periods. Selling, general and
administrative expenses as a percentage of revenues decreased from 24.0% for the
three months ended March 31, 2001 to 20.2% for the three months ended March 31,
2002.

Depreciation and Amortization. Depreciation and amortization expense was flat at
$14.9 million for both three-month periods. Depreciation and amortization
expense as a percentage of revenues decreased to 5.9% for the three months ended
March 31, 2002 from 6.3% for the three months ended March 31, 2001. The three
months ended March 31, 2002 benefited from the adoption of SFAS No. 142, as
there was no goodwill amortization for that period. Goodwill amortization was
$0.5 million for the three months ended March 31, 2001.

Income (Loss) from Operations. As a result of the foregoing factors, in
combination with the restructuring charges of $20.3 million in 2001, income from
operations increased $20.0 million from a loss of $4.7 million for the three
months ended March 31, 2001, to income of $15.3 million for the three months
ended March 31, 2002. Operating income as a percentage of revenues increased
from a loss of 2.0% for the three months ended March 31, 2001 to income of 6.0%
for the three months ended March 31, 2002. Income from operations, exclusive of
nonrecurring items, decreased $0.3 million or 1.8% to $15.3 million for the
three months ended March 31, 2002 from $15.6 million for the three months ended
March 31, 2001. Income from operations as a percentage of revenues, exclusive of
nonrecurring items, decreased to 6.0% for the three months ended March 31, 2002
from 6.6% for the three months ended March 31, 2001.

Other Income (Expense). Other expense increased $2.8 million to $4.0 million for
the three months ended March 31, 2002 compared to $1.2 million for the three
months ended March 31, 2001. This increase primarily resulted from the Company
recording losses on its equity investment in EHI of $2.3 million for the three
months ended March 31, 2002, while recording $0 for the three months ending
March 31, 2001.

Income Taxes. Taxes on income increased $6.8 million to $4.4 million for the
three months ended March 31, 2002 from a benefit of $2.3 million for the three
months ended March 31, 2001. This increase was primarily due to the Company
recording the above mentioned restructuring charges in 2001, which resulted in
the Company having a pre-tax loss. The Company's effective tax rate for both
three months periods was 39.5%.

Cumulative Effect of Change in Accounting Principle. Upon adoption of SFAS No.
142 in the first quarter of 2002, the Company recorded a pre-tax impairment of
approximately $11.5 million related to the goodwill of its Latin American
reporting unit. Taxes of approximately $4.0 million were netted against the
impairment using a tax rate of 35%, which is the Company's effective rate in the
countries where the goodwill was recorded. The impairment was due to the
economic risk and uncertainty associated with that region, particularly
Argentina, and the corresponding discount rate used in the SFAS No. 142
calculation.

         The effect of no longer amortizing goodwill is expected to result in a
benefit to 2002 earnings of approximately $2.9 million on an annual basis, or
$0.02 per diluted share, compared to 2001.

Net Loss. As a result of the foregoing factors, net loss decreased $3.1 million
or 80.9%, to $0.7 million for the three months ended March 31, 2002 from $3.9
million for the three months ended March 31, 2001. Net income, exclusive of
nonrecurring items, decreased $1.6 million or 19.4% to $6.8 million for the
three months ended March 31, 2002 from $8.4 million for the three months ended
March 31, 2001.

                                       12
LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 2002, the Company had cash and cash equivalents of $65.2
million, securities available for sale of $1.2 million and short-term
investments of $6.9 million. Cash and cash equivalents decreased $30.2 million
from December 31, 2001, primarily as a result of working capital used in the
launch of the previously mentioned new client program in North America as well
as capital expenditures. Net cash used in operating activities was $17.9 million
for the three months ended March 31, 2002 as compared to net cash provided by
operating activities of $6.7 million for the three months ended March 31, 2001.
The decrease in net operating cash flow of $24.6 million primarily resulted from
incurring operating and other start-up costs associated with the launch of the
previously mentioned North American outsourcing contract without receiving
payment on the corresponding accounts receivable (which were not due as of March
31, 2002).

         Cash used in investing activities was $9.6 million for the three months
ended March 31, 2002 as compared to $34.3 million for the three months ended
March 31, 2001. For the three months ended March 31, 2002, the Company had
capital expenditures of $9.0 million compared to $24.0 million for the three
months ended March 31, 2001. In addition, 2001 investing activities included
$16.4 million of expenditures on the Company's former planned headquarters
building, which was subsequently sold in the fourth quarter of 2001.

         Cash used in financing activities was $3.0 million for the three months
ended March 31, 2002 as compared to $9.9 million provided by financing
activities for the three months ended March 31, 2001. The cash used in financing
activities for 2002 primarily related to payments of short-term debt and capital
leases, as well as the purchase of treasury stock. The cash flow in 2001 was
primarily generated from borrowings under the line of credit.

         Historically, capital expenditures have been, and future capital
expenditures are anticipated to be, primarily for the development of customer
interaction centers, technology deployment and systems integrations. The Company
currently expects total capital expenditures in 2002 to be approximately $70
million to $75 million. The Company expects its capital expenditures will be
used primarily to open several new non-U.S. customer interaction centers,
maintenance capital for existing centers and internal technology projects. Such
expenditures will be financed with internally generated funds and existing cash
balances. The level of capital expenditures incurred in 2002 will be dependent
upon new client contracts obtained by the Company and the corresponding need for
additional capacity. In addition, if the Company's future growth is generated
through facilities management contracts, the anticipated level of capital
expenditures could be reduced.

         In the fourth quarter of 2001, the Company completed a $75.0 million
offering of unsecured Senior Notes. The Senior Notes consist of two tranches;
$60.0 million bearing interest at 7% per annum with a seven-year term and $15.0
million bearing interest at 7.4% per annum with a 10-year term. Additionally,
the Company has an unsecured revolving line of credit agreement with a syndicate
of five commercial banks under which it may borrow up to $87.5 million. At March
31, 2002, there were no borrowings under the line of credit. The line of credit
expires in November 2002. It is management's intent to renegotiate the line and
extend the maturity date. There is no assurance that the line of credit will be
renegotiated or extended. The Company believes that existing cash on hand, along
with internally generated cash flows and availability under its revolving line
of credit are sufficient to fund planned operations for the foreseeable future.

         From time to time, the Company engages in discussions regarding
restructurings, dispositions, mergers, acquisitions and other similar
transactions. Any such transaction could include, among other things, the
transfer, sale or acquisition of significant assets, businesses or interests,
including joint ventures, or the incurrence, assumption or refinancing of
indebtedness, and could be material to the financial condition and results of
operations of the Company. There is no assurance that any such discussions will
result in the consummation of any such transaction.

         In December 2000, the Company and State Street Bank and Trust Company
("State Street") consummated a lease transaction for the Company's new corporate
headquarters, whereby State Street acquired the property at 9197 South Peoria
Street, Englewood, Colorado (the "Property"). Simultaneously, State Street
leased the Property to TeleTech Services Corporation ("TSC"), a wholly owned
subsidiary of the Company. As part of the transaction, State Street formed a
special purpose entity to purchase the Property and hold the associated equity
and debt from a group of banks. The debt held by this entity was approximately
$37.0 million at March 31, 2002. The Company's lease on the Property has a
four-year term and expires in December 2004. At expiration, the Company has
three options: 1) renew the lease for two one-year periods at the same monthly
rate paid during the original term, 2) purchase the Property for approximately
$38.2 million, or 3) vacate the Property. In the event the Company vacates the
Property, the Company must sell the Property. If the Property is sold for less
than $38.2

                                       13
million, the Company has guaranteed State Street a residual payment upon sale of
the building based on a percentage of the difference between the selling price
and appraised fair market value of the Property. If the Company were to vacate
the Property prior to the original four-year term, the Company has guaranteed
State Street a residual value of approximately $31.5 million upon sale of the
Property. The potential liability, if any, resulting from a residual payment has
not been reflected on the accompanying condensed consolidated balance sheets.
This arrangement is not expected to have a material effect on liquidity or
availability of or requirements for capital resources. A significant restrictive
covenant under this agreement requires the Company to maintain at least one
dollar of net income each quarter. Additionally, the lease payments are variable
based on LIBOR. However, the Company has an interest rate swap agreement in
place to hedge any fluctuations in LIBOR.

         As more fully described in Note 9 to the condensed consolidated
financial statements, the Company has provided approximately $12.0 million of
funding to EHI, an entity being accounted for under the equity method of
accounting. EHI is developing a centralized, open architecture, customer
management solution that incorporates a contact management database across all
customer contact channels. The Company believes that the EHI technology will
allow it to move to a more centralized technology platform, allowing it to
provide more cost effective solutions in a more timely manner. During the three
months ended March 31, 2002, the Company recorded approximately $2.3 million of
pro rata losses related to this equity investment. EHI has been dependent upon
the Company for its recent financing requirements. The Company's board of
directors has authorized a total of $12.0 million of funding for EHI which has
been fully funded. Management of EHI believe that they have sufficient cash
reserves and working capital to fund EHI through at least May 31, 2002, however,
EHI expects to require additional funding during 2002. EHI is currently
evaluating its alternatives. If the Company authorizes additional funding of
EHI, it is not expected to materially affect the Company's liquidity or the
availability of or requirements for capital resources. There can be no assurance
that the Company will authorize additional funding for EHI, or that EHI will
obtain funding from other sources.

         At March 31, 2002, the Company had the following contractual
obligations (amounts in thousands):
Less than                                      Over
      Contractual Obligations                    1 year        2-3 years      4-5 years       5 years         Total
      -----------------------                   ----------    -----------     ---------       -------         -----
Long-term debt and Senior Notes/1/              $    942      $  17,186       $ 29,412      $  33,068      $  80,608
Capital lease obligations/1/                       3,879          2,926             --             --          6,805
Operating lease commitments/2/                    20,302         50,339         36,586         94,532        201,759
Residual value guarantee on headquarters/2/           --         31,500             --             --         31,500
                                              -------------- -------------- -------------- -------------- --------------
Total                                           $ 25,123      $ 101,951       $ 65,998      $ 127,600      $320,672
                                              ============== ============== ============== ============== ==============
/1/   Reflected on accompanying condensed consolidated balance sheets.
/2/   Not reflected on accompanying condensed consolidated balance sheets.

Critical Accounting Policies

         The Company has identified the policies below as critical to its
business and results of operations. The impact and any associated risks related
to these policies on the Company's business is discussed throughout Management's
Discussion and Analysis of Financial Condition and Results of Operations where
such policies affect reported and expected financial results. For a detailed
discussion on the application of these and other accounting policies, see Note 1
to the consolidated financial statements in the Company's Form 10-K for the year
ended December 31, 2001.

         Revenue Recognition. The revenue recognition policy is significant
because revenue is a key component of operating results. The Company follows
very specific and detailed guidelines in measuring revenue. In addition, revenue
recognition sometimes determines the timing of certain expenses, such as certain
sales commissions.

         Derivatives. Being able to mitigate economic risk associated with
changes in foreign currencies is important to the Company. The ability to
qualify for hedge accounting allows the Company to match the gains and losses
from changes in the fair market value of the derivative securities used for
hedging activities with the operating results being hedged.

                                       14
NEW ACCOUNTING PRONOUNCEMENTS

         In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which establishes accounting standards for recognition
and measurement of a liability for an asset retirement obligation and the
associated asset retirement cost. This statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002. Management has
not yet determined the effect SFAS No. 143 will have on its financial position,
if any.

         In April 2002, the FASB issued SFAS No. 145, "Recission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections," which eliminates consistency between required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback
transactions. This statement is effective for financial statements issued for
fiscal years beginning after May 15, 2002. Management has not yet determined the
effect SFAS No. 145 will have on its financial position, if any.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   FOR THE PERIOD ENDED MARCH 31, 2002

         Market risk represents the risk of loss that may impact the financial
position, results of operations or cash flows of the Company due to adverse
changes in financial and commodity market prices and rates. The Company is
exposed to market risk in the areas of changes in U.S. interest rates, foreign
currency exchange rates as measured against the U.S. dollar and changes in the
market value of its investment portfolio. These exposures are directly related
to its normal operating and funding activities. As of March 31, 2002, the
Company has entered into forward financial instruments to manage and reduce the
impact of changes in foreign currency rates with a major financial institution.
The Company has also entered into an interest rate swap agreement to manage its
cash flow risk on the lease for the Property as the lease payments are based on
variable monthly interest.

Interest Rate Risk

         The interest on the Company's line of credit is variable based on the
bank's base rate or offshore rate, and therefore, affected by changes in market
interest rates. At March 31, 2002, there were no amounts outstanding on the line
of credit.

Foreign Currency Risk

         The Company has wholly owned subsidiaries in Argentina, Australia,
Brazil, Canada, China, Mexico, New Zealand, Northern Ireland, the Philippines,
Scotland, Singapore, and Spain. Revenues and expenses from these operations are
denominated in local currency, thereby creating exposures to changes in exchange
rates. The changes in the exchange rate may positively or negatively affect the
Company's revenues and net income attributed to these subsidiaries. For the
three months ended March 31, 2002, revenues from non-U.S. countries represented
35.4% of consolidated revenues.

         The Company has contracted with a commercial bank at no material cost,
to acquire a total of $35.5 million Canadian dollars from April 2002 to
September 2002 at a fixed price in U.S. dollars of $22.7 million. There is no
material difference between the fixed exchange ratio and the current exchange
U.S./Canadian dollar ratio. If the U.S./Canadian dollar exchange rate were to
increase 10% from period-end levels, the Company would not incur a material loss
on the contract.

Fair Value of Debt and Equity Securities

         The Company's investments in debt and equity securities are short-term
and not subject to significant fluctuations in fair value. If interest rates and
equity prices were to decrease 10% from period-end levels, the fair value of the
Company's debt and equity securities would have decreased $0.8 million.

                                       15
PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits filed through the filing of this Form 10-Q

                  None.

         (b)      Reports on Form 8-K

                  TeleTech's Current Report on Form 8-K filed January 17, 2002.

                                       16
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 thereunto duly authorized.

                                          TELETECH HOLDINGS, INC.
                                          -----------------------
                                                (Registrant)

     Date: May 9, 2002                    By: /s/ KENNETH D. TUCHMAN
          --------------                  -------------------------------------
                                          Kenneth D. Tuchman
                                          Chairman and Chief Executive Officer

     Date: May 9, 2002                    By: /s/ MARGOT O'DELL
          --------------                  -------------------------------------
                                          Chief Financial Officer and Executive
                                          Vice President of Administration

                                       17