<PAGE>


      As filed with the Securities and Exchange Commission on July 30, 2002

                                                            Registration No.333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

100 Brandywine Boulevard, Newtown, Pennsylvania                         18940
(Address of Principal Executive Offices)                              (Zip Code)

               ICT Group, Inc. 1996 Non-Employee Directors Plan
                            (Full title of the plan)

                           Vincent M. Dadamo, Esquire
              Senior Vice President, General Counsel and Secretary
                                 ICT Group, Inc.
                            100 Brandywine Boulevard
                           Newtown, Pennsylvania 18940
                    (Name and address of agent for service)

                                 (267) 685-5000
         (Telephone number, including area code, of agent for service)

                                   Copies to:
                           Richard A. Silfen, Esquire
                          Morgan, Lewis & Bockius LLP
                               1701 Market Street
                     Philadelphia, Pennsylvania 19103-2921
                                 (215) 963-5000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================
                                           Proposed maximum     Proposed maximum
Title of securities to    Amount to be    offering price per   Aggregate offering         Amount of
    be registered        registered (1)       share (2)            price (2)        registration fee (3)
--------------------------------------------------------------------------------------------------------
<S>                      <C>                    <C>                 <C>                    <C>
Common stock,
$0.01 par value ......   50,000 shares          $12.83              $641,500               $59.02
========================================================================================================
</TABLE>

(1)  Pursuant to Rule 416 under the Securities Act of 1933, this Registration
     Statement also covers such additional shares as may hereinafter be offered
     or issued to prevent dilution resulting from stock splits, stock dividends
     and similar anti-dilution provisions.
(2)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for
     purposes of calculating the registration fee, based upon $12.83, the
     average of the high and low sales price for a share of Common Stock on July
     24, 2002, as reported on the Nasdaq National market.
(3)  Calculated pursuant to Section 6(b) as follows: proposed maximum offering
     price multiplied by .000092.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by ICT Group, Inc. (the "Registrant") with
the Securities and Exchange Commission (the "SEC") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated in this Registration
Statement by reference:

     1.   The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2001, as amended by Form 10-K/A filed on May 16, 2002.

     2.   The Registrant's Current Report on Form 8-K dated May 20, 2002 and
          filed on May 21, 2002.

     3.   The Registrant's Quarterly Report on Form 10-Q for the quarterly
          period ended March 31, 2002.

     4.   The description of the Common Stock, $.01 par value, of the Registrant
          contained in the registration statement on Form 8-A filed with the SEC
          on June 4, 1996 to register those securities under the Exchange Act,
          including any amendment or report filed for the purpose of updating
          such description.

     All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained in any
document, all or a portion of which is incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained or incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

     On May 21, 2002, the Registrant announced that it had appointed KPMG LLP to
replace Arthur Andersen LLP ("Andersen") as the Registrant's independent public
accountant. The Registrant's consolidated balance sheets as of December 31, 2001
and December 31, 2000, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 2001 incorporated by reference in this Registration Statement
have been audited by Andersen, as stated in its report dated February 1, 2002,
which is incorporated by reference herein. After reasonable efforts, the
Registrant has been unable to obtain Andersen's consent to the incorporation by
reference into this Registration Statement of its report with respect to the
Company's financial statements. Under these circumstances, Rule 437a under the
Securities

                                      II-1

<PAGE>

Act of 1933 permits the Registrant to file this Registration Statement without a
written consent from Andersen. The absence of such consent may limit recovery by
investors on certain claims. In particular, and without limitation, investors
may not be able to assert claims against Andersen under Section 11 of the
Securities Act. In addition, the ability of Andersen to satisfy any claims
(including claims arising from Andersen's provision of auditing and other
services to the Registrant) may be limited as a practical matter due to recent
events regarding Andersen.

Item 4. Description of Securities.

        Not  applicable.

Item 5. Interests of Named Experts and Counsel.

        Not  applicable.

Item 6. Indemnification of Directors and Officers.

     In general, any officer or director of the Registrant will be indemnified
by the Registrant against expenses including attorneys' fees, judgments, fines
and settlements actually and reasonably incurred by that person in connection
with a legal proceeding as a result of such relationship, whether or not the
indemnified liability arises from an action by or in the right of the
Registrant, if the officer or director acted in good faith, and in a manner
believed to be in or not opposed to the Registrant's best interest, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the conduct was unlawful. Such indemnity is limited to the extent that (i) such
person is not otherwise indemnified and (ii) such indemnification is not
prohibited by Pennsylvania law or any other applicable law. The Registrant's
Bylaws provide that the Registrant will indemnify its officers and directors to
the fullest extent permitted by Pennsylvania law, including some instances in
which indemnification is otherwise discretionary under Pennsylvania law.

     The Pennsylvania Business Corporation Law, as amended, provides that any
indemnification under the previous paragraph (unless ordered by a court) shall
be made by the Registrant only as authorized in the specific case upon the
determination that indemnification of the director or officer is proper under
the circumstances because that person has met the applicable standard of conduct
set forth above. Such determination will be made (i) by the Board of Directors
by a majority vote of a quorum of disinterested directors who are not parties to
such action, (ii) if such quorum is not obtainable or, even if obtainable and a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion or (iii) by the Registrant's shareholders.

     Expenses incurred by a director or officer of the Registrant in defending a
civil or criminal action, suit or proceeding will be paid by the Registrant in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it is ultimately determined that person is not entitled to be
indemnified by the Registrant as authorized by the Bylaws.

                                      II-2

<PAGE>

     The indemnification and advancement of expenses provided by or granted
pursuant to Article VII of the Registrant's Bylaws is not deemed to be exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled, both as to action in that person's official capacity
and as to action in another capacity while holding such office.

     The Board of Directors has the power to authorize the Registrant to
purchase and maintain insurance on behalf of the Registrant and others to the
extent that power to do so has not been prohibited by the Pennsylvania law,
create any fund to secure any of its indemnification obligations and provide
other indemnification to the extent permitted by law. The obligations of the
Registrant to indemnify a director or officer under Article VII of the
Registrant's Bylaws is a contract between the Registrant and such director or
officer and no modification or repeal of the Bylaws will detrimentally affect
such officer or director with regard to that person's acts or omissions prior to
such amendment or repeal.

     The Registrant has purchased insurance for its directors and officers for
certain losses arising from claims or charges made against them in their
capacities as directors and officers of the Registrant.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The following Exhibits are filed as part of this Registration Statement:

     4.1  ICT Group, Inc. 1996 Non-Employee Directors Plan

     5    Opinion of Morgan, Lewis & Bockius LLP

     23.1 The Registrant was unable to obtain the written consent of Arthur
          Andersen LLP to incorporate by reference its report dated February 1,
          2002.

     23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5)

     24   Power of Attorney (contained on signature page of this Registration
          Statement)

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

                                      II-3

<PAGE>

     1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

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

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

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court

                                      II-4

<PAGE>

of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                      II-5

<PAGE>



                        SIGNATURES AND POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Newtown, Pennsylvania on this 30th day of July, 2002.

                                            ICT Group, Inc.


                                            By: /s/ John J. Brennan
                                                --------------------------------
                                            John J. Brennan
                                            Chairman and Chief Executive Officer

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below in so signing also makes, constitutes and appoints John J. Brennan
and Vincent A. Paccapaniccia, or either of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments and post-effective amendments to this
Registration Statement, with all exhibits thereto and other documents in
connection therewith, and hereby ratifies and confirms all that said
attorneys-in-fact and agents or their substitute or substitutes may do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.


/s/ John J. Brennan             Chairman of the Board and Chief   July 30, 2002
-----------------------------   Executive Officer
John J. Brennan


/s/ Vincent A. Paccapaniccia    Executive Vice President,
-----------------------------   Corporate Finance and
Vincent A. Paccapaniccia        Chief Financial Officer           July 30, 2002


/s/ Donald P. Brennan           Vice Chairman                     July 30, 2002
-----------------------------
Donald P. Brennan


/s/ Bernard Somers              Director                          July 30, 2002
-----------------------------
Bernard Somers

<PAGE>


/s/ John A. Stoops              Director                          July 30, 2002
-----------------------------
John A. Stoops


/s/ Seth J. Lehr                Director                          July 30, 2002
-----------------------------
Seth J. Lehr

<PAGE>

                                 ICT GROUP, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                  EXHIBIT INDEX

Exhibit No.
-----------

4.1           ICT Group, Inc. 1996 Non-Employee Directors Plan

5             Opinion of Morgan, Lewis & Bockius LLP

23.1          The Registrant was unable to obtain the written consent of Arthur
              Andersen LLP to incorporate by reference its report dated
              February 1, 2002.

23.2          Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5)

24            Power of Attorney (contained on signature page of this
              Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18313}]
{"company-data": {"conformed-name": "ICT GROUP INC", "cik": "0001013149", "assigned-sic": "7389", "irs-number": "232458937", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97357", "film-number": "02714948"}, "business-address": {"street1": "800 TOWN CENTER DR", "city": "LANGHORNE", "state": "PA", "zip": "19047", "phone": "2157570200"}, "mail-address": {"street1": "800 TOWN CENTER DR", "city": "LANGHORNE", "state": "PA", "zip": "19047-1748"}}
As filed with the Securities and Exchange Commission on July 30, 2002

                                                            Registration No.333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

100 Brandywine Boulevard, Newtown, Pennsylvania                         18940
(Address of Principal Executive Offices)                              (Zip Code)

               ICT Group, Inc. 1996 Non-Employee Directors Plan
                            (Full title of the plan)

                           Vincent M. Dadamo, Esquire
              Senior Vice President, General Counsel and Secretary
                                 ICT Group, Inc.
                            100 Brandywine Boulevard
                           Newtown, Pennsylvania 18940
                    (Name and address of agent for service)

                                 (267) 685-5000
         (Telephone number, including area code, of agent for service)

                                   Copies to:
                           Richard A. Silfen, Esquire
                          Morgan, Lewis & Bockius LLP
                               1701 Market Street
                     Philadelphia, Pennsylvania 19103-2921
                                 (215) 963-5000

                         CALCULATION OF REGISTRATION FEE
========================================================================================================
                                           Proposed maximum     Proposed maximum
Title of securities to    Amount to be    offering price per   Aggregate offering         Amount of
    be registered        registered (1)       share (2)            price (2)        registration fee (3)
--------------------------------------------------------------------------------------------------------
Common stock,
$0.01 par value ......   50,000 shares          $12.83              $641,500               $59.02
========================================================================================================
(1)  Pursuant to Rule 416 under the Securities Act of 1933, this Registration
     Statement also covers such additional shares as may hereinafter be offered
     or issued to prevent dilution resulting from stock splits, stock dividends
     and similar anti-dilution provisions.
(2)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for
     purposes of calculating the registration fee, based upon $12.83, the
     average of the high and low sales price for a share of Common Stock on July
     24, 2002, as reported on the Nasdaq National market.
(3)  Calculated pursuant to Section 6(b) as follows: proposed maximum offering
     price multiplied by .000092.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by ICT Group, Inc. (the "Registrant") with
the Securities and Exchange Commission (the "SEC") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated in this Registration
Statement by reference:

     1.   The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2001, as amended by Form 10-K/A filed on May 16, 2002.

     2.   The Registrant's Current Report on Form 8-K dated May 20, 2002 and
          filed on May 21, 2002.

     3.   The Registrant's Quarterly Report on Form 10-Q for the quarterly
          period ended March 31, 2002.

     4.   The description of the Common Stock, $.01 par value, of the Registrant
          contained in the registration statement on Form 8-A filed with the SEC
          on June 4, 1996 to register those securities under the Exchange Act,
          including any amendment or report filed for the purpose of updating
          such description.

     All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained in any
document, all or a portion of which is incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained or incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

     On May 21, 2002, the Registrant announced that it had appointed KPMG LLP to
replace Arthur Andersen LLP ("Andersen") as the Registrant's independent public
accountant. The Registrant's consolidated balance sheets as of December 31, 2001
and December 31, 2000, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 2001 incorporated by reference in this Registration Statement
have been audited by Andersen, as stated in its report dated February 1, 2002,
which is incorporated by reference herein. After reasonable efforts, the
Registrant has been unable to obtain Andersen's consent to the incorporation by
reference into this Registration Statement of its report with respect to the
Company's financial statements. Under these circumstances, Rule 437a under the
Securities

                                      II-1
Act of 1933 permits the Registrant to file this Registration Statement without a
written consent from Andersen. The absence of such consent may limit recovery by
investors on certain claims. In particular, and without limitation, investors
may not be able to assert claims against Andersen under Section 11 of the
Securities Act. In addition, the ability of Andersen to satisfy any claims
(including claims arising from Andersen's provision of auditing and other
services to the Registrant) may be limited as a practical matter due to recent
events regarding Andersen.

Item 4. Description of Securities.

        Not  applicable.

Item 5. Interests of Named Experts and Counsel.

        Not  applicable.

Item 6. Indemnification of Directors and Officers.

     In general, any officer or director of the Registrant will be indemnified
by the Registrant against expenses including attorneys' fees, judgments, fines
and settlements actually and reasonably incurred by that person in connection
with a legal proceeding as a result of such relationship, whether or not the
indemnified liability arises from an action by or in the right of the
Registrant, if the officer or director acted in good faith, and in a manner
believed to be in or not opposed to the Registrant's best interest, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the conduct was unlawful. Such indemnity is limited to the extent that (i) such
person is not otherwise indemnified and (ii) such indemnification is not
prohibited by Pennsylvania law or any other applicable law. The Registrant's
Bylaws provide that the Registrant will indemnify its officers and directors to
the fullest extent permitted by Pennsylvania law, including some instances in
which indemnification is otherwise discretionary under Pennsylvania law.

     The Pennsylvania Business Corporation Law, as amended, provides that any
indemnification under the previous paragraph (unless ordered by a court) shall
be made by the Registrant only as authorized in the specific case upon the
determination that indemnification of the director or officer is proper under
the circumstances because that person has met the applicable standard of conduct
set forth above. Such determination will be made (i) by the Board of Directors
by a majority vote of a quorum of disinterested directors who are not parties to
such action, (ii) if such quorum is not obtainable or, even if obtainable and a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion or (iii) by the Registrant's shareholders.

     Expenses incurred by a director or officer of the Registrant in defending a
civil or criminal action, suit or proceeding will be paid by the Registrant in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it is ultimately determined that person is not entitled to be
indemnified by the Registrant as authorized by the Bylaws.

                                      II-2
The indemnification and advancement of expenses provided by or granted
pursuant to Article VII of the Registrant's Bylaws is not deemed to be exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled, both as to action in that person's official capacity
and as to action in another capacity while holding such office.

     The Board of Directors has the power to authorize the Registrant to
purchase and maintain insurance on behalf of the Registrant and others to the
extent that power to do so has not been prohibited by the Pennsylvania law,
create any fund to secure any of its indemnification obligations and provide
other indemnification to the extent permitted by law. The obligations of the
Registrant to indemnify a director or officer under Article VII of the
Registrant's Bylaws is a contract between the Registrant and such director or
officer and no modification or repeal of the Bylaws will detrimentally affect
such officer or director with regard to that person's acts or omissions prior to
such amendment or repeal.

     The Registrant has purchased insurance for its directors and officers for
certain losses arising from claims or charges made against them in their
capacities as directors and officers of the Registrant.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The following Exhibits are filed as part of this Registration Statement:

     4.1  ICT Group, Inc. 1996 Non-Employee Directors Plan

     5    Opinion of Morgan, Lewis & Bockius LLP

     23.1 The Registrant was unable to obtain the written consent of Arthur
          Andersen LLP to incorporate by reference its report dated February 1,
          2002.

     23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5)

     24   Power of Attorney (contained on signature page of this Registration
          Statement)

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

                                      II-3
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

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

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

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court

                                      II-4
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                      II-5
SIGNATURES AND POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Newtown, Pennsylvania on this 30th day of July, 2002.

                                            ICT Group, Inc.

                                            By: /s/ John J. Brennan
                                                --------------------------------
                                            John J. Brennan
                                            Chairman and Chief Executive Officer

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below in so signing also makes, constitutes and appoints John J. Brennan
and Vincent A. Paccapaniccia, or either of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments and post-effective amendments to this
Registration Statement, with all exhibits thereto and other documents in
connection therewith, and hereby ratifies and confirms all that said
attorneys-in-fact and agents or their substitute or substitutes may do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

/s/ John J. Brennan             Chairman of the Board and Chief   July 30, 2002
-----------------------------   Executive Officer
John J. Brennan

/s/ Vincent A. Paccapaniccia    Executive Vice President,
-----------------------------   Corporate Finance and
Vincent A. Paccapaniccia        Chief Financial Officer           July 30, 2002

/s/ Donald P. Brennan           Vice Chairman                     July 30, 2002
-----------------------------
Donald P. Brennan

/s/ Bernard Somers              Director                          July 30, 2002
-----------------------------
Bernard Somers
/s/ John A. Stoops              Director                          July 30, 2002
-----------------------------
John A. Stoops

/s/ Seth J. Lehr                Director                          July 30, 2002
-----------------------------
Seth J. Lehr
ICT GROUP, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                  EXHIBIT INDEX

Exhibit No.
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4.1           ICT Group, Inc. 1996 Non-Employee Directors Plan

5             Opinion of Morgan, Lewis & Bockius LLP

23.1          The Registrant was unable to obtain the written consent of Arthur
              Andersen LLP to incorporate by reference its report dated
              February 1, 2002.

23.2          Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5)

24            Power of Attorney (contained on signature page of this
              Registration Statement)