SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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


                            SITEL CORPORATION
          (Exact name of registrant as specified in its charter)


               Minnesota                                       47-0684333
      (State or jurisdiction of                             (I.R.S. Employer
       incorporation or organization)                      Identification No.)
 
                            13215 Birch Street
                          Omaha, Nebraska 68164
         (Address, including zip code, of Principal Executive Offices)


     Amended and Restated SITEL Corporation 1995 Employee Stock Option Plan
                           (Full Title of the Plan)


       James F. Lynch, Chairman of Board and Chief Executive Officer
                            13215 Birch Street
                          Omaha, Nebraska 68164
                              (402) 498-6810
(Name, Address, including zip code, and Telephone Number, including area code,
 of Agent for Service)

                                __________

 Approximate date of proposed commencement of sales pursuant to the Plan:
As soon as practicable after this Registration Statement becomes effective.


                     CALCULATION OF REGISTRATION FEE

Title of securities to be registered: Common Stock $.001 par value
                                      (1995 Employee SOP)

Amount to be registered(1):  7,000,000 Shares

Proposed maximum offering price per share(1):  $ 13.4375 (2)

Proposed maximum aggregate offering price:  $ 94,062,500 (2)

Amount of registration fee: $  32,435.34



(1)  This Form S-8 registers the additional shares made available under the plan
     pursuant to a recent plan amendment.  The number of shares registered
     hereunder shall include any additional shares made available under the plan
     because of adjustment in such 7,000,000 shares on account of stock splits
     or stock dividends hereafter effected by the Registrant.

(2)  Estimated pursuant to Rule 457(c) of the Securities Act solely for purposes
     of calculating the registration fee.  The price is based upon the average
     of the high and low prices of SITEL Corporation Common Stock on December
     30, 1996, as reported on the National Association of Securities Dealers
     Automated Quotations system. 

  This Form S-8 consists of 18 pages.  The Exhibit Index is on page 8.
  <PAGE>

                             PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    SITEL Corporation (the "Registrant") hereby incorporates by reference in
    this registration statement the following documents previously filed with
    the Securities and Exchange Commission (the "Commission"):

    (a)  The Registrant's Annual Report on Form 10-K for its fiscal year ended
         May 31, 1996, as amended.

    (b)  The Registrant's Quarterly Report on Form 10-Q for the period ended
         August 31, 1996 and Current Reports on Form 8-K and amendments thereto
         filed on June 21, 1996, June 27, 1996, July 12, 1996, August 23, 1996,
         August 30, 1996, September 18, 1996, October 1, 1996 and December 4,
         1996.

    (c)  The description of the Registrant's Common Stock contained in the
         Registrant's Registration Statement on Form 8-A (File No. 1-12577)
         filed with the Securities and Exchange Commission pursuant to Section
         12 of the Securities Exchange Act of 1934 as amended.

    (d)  The contents of the Registrant's earlier registration statement on Form
         S-8 (Registration No. 33-99434).

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

        This registration statement, including all documents incorporated
    herein by reference, contains forward-looking statements.  Additional
    written or oral forward-looking statements may be made by the Company from
    time to time in filings with the Securities and Exchange Commission or
    otherwise.  The words "believe," "expect," "anticipate" and "project" and
    similar expressions identify forward-looking statements, which speak only as
    of the date the statement is made.  Such forward-looking statements are
    within the meaning of that term in Section 27A of the Securities Act of
    1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
    amended.  Such statements may include, but not be limited to, projections of
    revenues, income or loss, capital expenditures, acquisitions, plans for
    future operations, financing needs or plans, the impact of inflation and
    plans relating to products or services of the Company, as well as
    assumptions relating to the foregoing.  Forward-looking statements are
    inherently subject to risks and uncertainties, some of which cannot be
    predicted or quantified.  Future events and actual results could differ
    materially from those set forth in, contemplated by or underlying the
    forward-looking statements.  Statements in this registration statement and
    in the Company's periodic reports filed with the Securities and Exchange
    Commission which are incorporated by reference herein, describe factors,
    among others, that could contribute to or cause such differences.


ITEM 4.  DESCRIPTION OF SECURITIES
 
    The class of securities offered by the Registrant pursuant to this
    registration statement is registered under Section 12 of the Securities
    Exchange Act of 1934.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Matters with respect to the legality of the Common Stock of the Company
    being registered hereby have been passed upon by the firm of Abrahams,
    Kaslow & Cassman, counsel for the Company.  Members of Abrahams, Kaslow
    & Cassman own a total of 16,400 shares of Common Stock of the Company.  


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Company's Amended and Restated Articles of Incorporation limit the
    liability of directors to the maximum extent permitted by the Minnesota
    Business Corporation Act.  Minnesota law provides that directors will not be
    personally liable for monetary damages for breach of their fiduciary duties
    as directors, except for liability due to (i) any breach of the duty of
    loyalty to the Company or its shareholders, (ii) acts or omissions not in
    good faith or that involve intentional misconduct or a knowing violation
    of law, (iii) dividends or other distributions of corporate assets that are
    in contravention of certain statutory or contractual restrictions, (iv)
    violations of certain Minnesota securities laws, or (v) any transaction
    from which the director derives an improper personal benefit.  Liability
    under the federal securities laws is not limited by the Amended and
    Restated Articles of Incorporation.

    The Minnesota Business Corporation Act requires that the Company indemnify
    any director or officer made or threatened to be made a party to a legal
    proceeding, by reason of the former or present official capacity of the
    person, against judgments, penalties, fines, settlements, and reasonable
    expenses incurred in connection with the proceeding if certain statutory
    standards are met.  "Proceeding" means a threatened, pending or completed
    civil, criminal, administrative, arbitration or investigative proceeding,
    including a derivative action in the name of the Company.  The Company's
    Amended and Restated Articles of Incorporation require the Company to
    provide indemnification of these persons to the fullest extent of the
    Minnesota indemnification statute.

    The Company has entered into an indemnification agreement with each of its
    directors and executive officers to provide him or her with specific
    contractual assurances that the indemnification protection provided by the
    Minnesota Business Corporation Act and the Company's Amended and Restated
    Articles of Incorporation will be available to such director or officer and
    to provide for the indemnification of and the advancing of expenses to such
    director or officer to the fullest extent permitted by law.  The forms of
    such indemnification agreements were previously filed as exhibits.

    The Company presently maintains insurance to protect itself and its
    directors and officers against certain liabilities, costs, and expenses
    arising out of claims or suits against such directors and officers resulting
    from their service in such capacity.

    Insofar as indemnification for liabilities arising under the Securities Act
    may be permitted to officers, directors, or persons controlling the Company
    pursuant to the foregoing provisions, the Company has been informed that in
    the opinion of the Commission such indemnification is against public policy
    as expressed in the Securities Act and is therefore unenforceable.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.



        [Remainder of this page intentionally left blank]
<PAGE>
ITEM 8.  EXHIBITS

    The exhibits filed as a part of this registration statement are:
    
      Exhibit
         No.  
   (1)  4.1 Amended and Restated Articles of Incorporation of SITEL Corporation.
   (2)  4.1(a)  Articles of Amendment filed September 10, 1996 to the Amended
                and Restated Articles of Incorporation
   (1)  4.2 Amended and Restated Bylaws of SITEL Corporation.
   (1)  4.3 Form of General Voting Agreement.
   (1)  4.4 SITEL Corporation Stock Option Plan for Replacement of Existing
            Options.
   (1)  4.5 SITEL Corporation Stock Option Plan for Replacement of EEBs.
   (3)  4.6 Amended and Restated SITEL Corporation 1995 Employee Stock Option
            Plan.
   (1)  4.7 SITEL Corporation 1995 Non-Employee Directors Stock Option Plan.
        5.1 Opinion of Abrahams, Kaslow & Cassman regarding legality of Common
            Stock being registered.
   (4) 10.9 Form of Indemnification Agreement between SITEL Corporation
            and its Outside Directors.
   (5) 10.10Form of Indemnification Agreement between SITEL Corporation
             and its Executive Officers.
       23.1 Consent of Coopers & Lybrand L.L.P.    
       23.2 Consent of Abrahams, Kaslow & Cassman (included in Exhibit 5.1).
       23.3 Consent of KPMG.                       
       23.4 Consent of Arthur Andersen.            
       23.5 Consent of Arthur Andersen L.L.P.      
       24.1 Power of Attorney (included on signature page).
_________________________

    (1)  Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7 hereto were previously
         filed as Exhibits 3.1, 3.4, 9.1, 10.1, 10.2, 10.3 and 10.4,
         respectively, to the Registration Statement of SITEL Corporation on
         Form S-1 (Registration No. 33-91092) and are incorporated herein by
         this reference. 

    (2)  Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-3 (Registration No. 333-13403) and incorporated
         herein by this reference.

    (3)  Previously filed as Appendix B to the Registrant's Proxy Statement for
         the annual meeting of stockholders filed on September 27, 1996.      

    (4)  Previously filed as an exhibit to the Form 10-Q Quarterly Report of
         SITEL Corporation for the period ended August 31, 1995, and
         incorporated herein by this reference.

    (5)  Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-8 (Registration No. 33-99434) and incorporated
         herein by this reference.

<PAGE>
ITEM 9.  UNDERTAKINGS

    (a)  Rule 415 offering.  The undersigned registrant hereby undertakes:

         (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; and

           (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)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or S-8 and 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 purposes 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; and

         (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. 
    
    (b)  Filing incorporating subsequent Exchange Act documents by reference.
         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 (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 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.

    (c)  Filing of registration statement on Form S-8.  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 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.


<PAGE>
                                 
                            SIGNATURES


    The Registrant.  Pursuant to the requirements of the Securities Act of 1933,
    the registrant certifies that it has reasonable grounds to believe that it
    meets all of the requirements for filing on Form S-8 and has duly caused
    this registration statement to be signed on its behalf by the undersigned,
    thereunto duly authorized, in the City of Omaha, State of Nebraska on
    December 30, 1996.


                               SITEL CORPORATION



                               By: /s/ JAMES F. LYNCH                       
                                               
                               James F. Lynch, Chairman of the Board
                               and Chief Executive Officer
            
<PAGE>
                        POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors and
    officers of SITEL Corporation, do hereby jointly and severally constitute
    and appoint James F. Lynch and Barry S. Major, and each of them
    individually, as our true and lawful attorneys-in-fact and agents, with full
    powers of substitution and resubstitution, foreach of us and in our name,
    place, and stead, in any and all capacities, to sign any and all amendments
    (including post-effective amendments) to the Registration Statement on Form
    S-8 of SITEL Corporation and to file such amendments with all exhibits
    thereto and other documents in connection therewith, with the Securities and
    Exchange Commission, granting unto such attorneys-in-fact and agents, and
    each of them individually and their substitutes, full power and authority to
    do and perform each and every act and thing requisite or necessary to be
    done in and about the premises in connection with this Registration
    Statement as fully to all intents and purposes as each of us might or could
    do in person, hereby ratifying and confirming all that such attorneys-in-
    fact and agents or any of them, or their or his substitutes or substitute,
    lawfully may do or cause to be done by virtue hereof.
  
    Pursuant to the requirements of the Securities Act of 1933, this
    Registration Statement has been signed by the following persons in the
    capacities and on the dates indicated.


  /s/ JAMES F. LYNCH             Chairman of the Board,       December 30, 1996
  James F. Lynch                 Chief Executive
                                 Officer and Director

  /s/ BARRY S. MAJOR             Executive Vice President-    December 30, 1996
  Barry S. Major                 Finance, and Chief Financial
                                 Officer and Secretary
                                 (Principal Financial Officer)
             
  /s/ DONALD J. VRANA            Vice President and Controller December 30, 1996
  Donald J. Vrana                (Principal Accounting Officer)            
       
  /s/ KELVIN C. BERENS           Director                      December 30, 1996
  Kelvin C. Berens

         
  /s/ BILL L. FAIRFIELD          Director                      December 30, 1996
  Bill L. Fairfield

         
  /s/ HENK P. KRUITHOF           Director                      December 30, 1996
  Henk P. Kruithof

               
  /s/ GEORGE J. KUBAT            Director                      December 30, 1996
  George J. Kubat


<PAGE>
                          EXHIBIT INDEX
                                                                Page Number
                                                              In Sequential
                                                                 Numbering
       Exhibit                                                    System   
         No.  
(1)      4.1  Amended and Restated Articles of Incorporation of
              SITEL Corporation.                                    N/A

(2)      4.1(a) Articles of Amendment filed September 10, 1996 to
              the Amended and Restated Articles of Incorporation    N/A

(1)      4.2  Amended and Restated Bylaws of SITEL Corporation.     N/A
(1)      4.3  Form of General Voting Agreement.                     N/A
(1)      4.4  SITEL Corporation Stock Option Plan for Replacement
              of Existing Options.                                  N/A
(1)      4.5  SITEL Corporation Stock Option Plan for Replacement
              of EEBs.                                              N/A
(3)      4.6  Amended and Restated SITEL Corporation 1995 Employee
              Stock Option Plan.                                    N/A
(1)      4.7  SITEL Corporation 1995 Non-Employee Directors Stock
              Option Plan.                                          N/A
         5.1  Opinion of Abrahams, Kaslow & Cassman regarding
              legality of Common Stock being registered.            N/A
(4)      10.9 Form of Indemnification Agreement between SITEL
              Corporation and its Outside Directors.                N/A
(5)      10.10 Form of Indemnification Agreement between
               SITEL Corporation and its Executive Officers.        N/A
         23.1 Consent of Coopers & Lybrand L.L.P.                    12        
         23.2 Consent of Abrahams, Kaslow & Cassman (included in Exhibit 5.1).
         23.3 Consent of KPMG.                                       14      
         23.4 Consent of Arthur Andersen.                            16      
         23.5 Consent of Arthur Andersen L.L.P.                      18 
         24.1 Power of Attorney (included on signature page).
_________________________

         (1)  Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7 hereto were
              previously filed as Exhibits 3.1, 3.4, 9.1, 10.1, 10.2,
              10.3 and 10.4, respectively, to the Registration Statement of
              SITEL Corporation on Form S-1 (Registration No. 33-91092) and are
              incorporated herein by this reference. 

         (2)  Previously filed as an exhibit to the Registrant's Registration
              Statement on Form S-3 (Registration No. 333-13403) and
              incorporated herein by this reference.

         (3)  Previously filed as Appendix B to the Registrant's Proxy Statement
              for the annual meeting of stockholders filed on September 27,
              1996.   

         (4)  Previously filed as an exhibit to the Form 10-Q Quarterly Report
              of SITEL Corporation for the period ended August 31, 1995, and
              incorporated herein by this reference.

         (5)  Previously filed as an exhibit to the Registrant's Registration
              Statement on Form S-8 (Registration No. 33-99434) and incorporated
              herein by this reference.


<PAGE>
                                EXHIBIT 5.1

         OPINION OF ABRAHAMS, KASLOW & CASSMAN REGARDING LEGALITY
                     OF COMMON STOCK BEING REGISTERED
<PAGE>
                             December 30, 1996




SITEL Corporation
13215 Birch Street
Omaha, Nebraska  68164


Gentlemen:

    We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by SITEL Corporation (the "Company") with the Securities
and Exchange Commission in connection with the registration of 7,000,000 shares
of the Common Stock, $.001 par value per share, of the Company (the "Shares")
under the Securities Act of 1933, as amended.

    We also have examined the Amended and Restated SITEL Corporation 1995
Employee Stock Option Plan (the "Stock Option Plan") incorporated by reference
into the Registration Statement and such corporate records, certificates and
other documents as we deemed relevant and appropriate.

    It is our opinion that, when sold in accordance with the terms of the Stock
Option Plan, the Shares will be legally issued, fully paid and non-assessable.

    We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in Item 5 of the Registration
Statement.

                  Very truly yours,


                  ABRAHAMS, KASLOW & CASSMAN





<PAGE>
                               EXHIBIT 23.1

                    CONSENT OF COOPERS & LYBRAND L.L.P.<PAGE>
                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




We consent to the incorporation by reference in this registration statement on
Form S-8 (File No. 33-  ) of our reports dated August 2, 1996 on our audits of
the consolidated financial statements and the financial statement schedule of
SITEL Corporaiton and Subsidiaries as of May 31, 1996 and 1995 and for each of
the three years in the period ended May 31, 1996, which reports are included in
the Company's Annual Report on Form 10-K for the year ended May 31, 1996.  




                  COOPERS & LYBRAND L.L.P.



Omaha, Nebraska
December 20, 1996

<PAGE>
                               EXHIBIT 23.3

                              CONSENT OF KPMG

<PAGE>
                    CONSENT OF INDEPENDENT ACCOUNTANTS




We consent to the incorporation by reference in the Registration Statement of
SITEL Corporation on Form S-8 of our report dated March 29, 1996, with respect
to the consolidated balance sheets of SITEL Europe plc (formerly Mitre plc) as
of December 31, 1994 and 1995 and the related consolidated profit and loss
accounts and cash flow statements for each of the years in the three year period
ended December 31, 1995, incorporated by reference in the Form 8-K of SITEL
Corporation dated September 18, 1996, which report appears in the Proxy
Statement of SITEL Corporation dated July 29, 1996.
  

                  KPMG
                  Chartered Accountants
                  Registered Auditors



Birmingham, England
December 18, 1996
<PAGE>
                               EXHIBIT 23.4

                        CONSENT OF ARTHUR ANDERSEN<PAGE>


                    CONSENT OF INDEPENDENT ACCOUNTANTS




We consent to the incorporation by reference in the Registration Statement of
SITEL Corporation on Form S-8 of our report dated June 24, 1996 on our audit of
the financial statements of Teleaction, S.A. as of December 31, 1994 and 1995,
incorporated by reference in the amendment to Form 8-K of SITEL Corporation for
June 12, 1996 which was filed on August 23, 1996, which report appeared in and
was incorporated by reference from page 53 of the Proxy Statement of SITEL
Corporation filed July 29, 1996.
  

                  ARTHUR ANDERSEN



Madrid, Spain
December 16, 1996

<PAGE>
                               EXHIBIT 23.5                                

                     CONSENT OF ARTHUR ANDERSEN L.L.P. 
<PAGE>
                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement of SITEL Corporation on Form S-8, to be
filed on or about December 23, 1996, of our report dated April 1, 1996 on our
audit of the financial statements of National Action Financial Services, Inc. as
of December 31, 1995 and for the year then ended, incorporated by reference in
the amendment to Form 8-K of SITEL Corporation for June 28, 1996 which was filed
on August 30, 1996, which report appeared in and was incorporated by reference
from page F-82 of the Proxy Statement of SITEL Corporation filed July 29, 1996.
It should be noted that we have not audited any financial statements of the
Company subsequent to December 31, 1995 or performed any audit procedures
subsequent to the date of our report.
  

                  ARTHUR ANDERSEN L.L.P.



Atlanta, Georgia
December 20, 1996
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SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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

                            SITEL CORPORATION
          (Exact name of registrant as specified in its charter)

               Minnesota                                       47-0684333
      (State or jurisdiction of                             (I.R.S. Employer
       incorporation or organization)                      Identification No.)
 
                            13215 Birch Street
                          Omaha, Nebraska 68164
         (Address, including zip code, of Principal Executive Offices)

     Amended and Restated SITEL Corporation 1995 Employee Stock Option Plan
                           (Full Title of the Plan)

       James F. Lynch, Chairman of Board and Chief Executive Officer
                            13215 Birch Street
                          Omaha, Nebraska 68164
                              (402) 498-6810
(Name, Address, including zip code, and Telephone Number, including area code,
 of Agent for Service)

                                __________

 Approximate date of proposed commencement of sales pursuant to the Plan:
As soon as practicable after this Registration Statement becomes effective.

                     CALCULATION OF REGISTRATION FEE

Title of securities to be registered: Common Stock $.001 par value
                                      (1995 Employee SOP)

Amount to be registered(1):  7,000,000 Shares

Proposed maximum offering price per share(1):  $ 13.4375 (2)

Proposed maximum aggregate offering price:  $ 94,062,500 (2)

Amount of registration fee: $  32,435.34

(1)  This Form S-8 registers the additional shares made available under the plan
     pursuant to a recent plan amendment.  The number of shares registered
     hereunder shall include any additional shares made available under the plan
     because of adjustment in such 7,000,000 shares on account of stock splits
     or stock dividends hereafter effected by the Registrant.

(2)  Estimated pursuant to Rule 457(c) of the Securities Act solely for purposes
     of calculating the registration fee.  The price is based upon the average
     of the high and low prices of SITEL Corporation Common Stock on December
     30, 1996, as reported on the National Association of Securities Dealers
     Automated Quotations system. 

  This Form S-8 consists of 18 pages.  The Exhibit Index is on page 8.
PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    SITEL Corporation (the "Registrant") hereby incorporates by reference in
    this registration statement the following documents previously filed with
    the Securities and Exchange Commission (the "Commission"):

    (a)  The Registrant's Annual Report on Form 10-K for its fiscal year ended
         May 31, 1996, as amended.

    (b)  The Registrant's Quarterly Report on Form 10-Q for the period ended
         August 31, 1996 and Current Reports on Form 8-K and amendments thereto
         filed on June 21, 1996, June 27, 1996, July 12, 1996, August 23, 1996,
         August 30, 1996, September 18, 1996, October 1, 1996 and December 4,
         1996.

    (c)  The description of the Registrant's Common Stock contained in the
         Registrant's Registration Statement on Form 8-A (File No. 1-12577)
         filed with the Securities and Exchange Commission pursuant to Section
         12 of the Securities Exchange Act of 1934 as amended.

    (d)  The contents of the Registrant's earlier registration statement on Form
         S-8 (Registration No. 33-99434).

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

        This registration statement, including all documents incorporated
    herein by reference, contains forward-looking statements.  Additional
    written or oral forward-looking statements may be made by the Company from
    time to time in filings with the Securities and Exchange Commission or
    otherwise.  The words "believe," "expect," "anticipate" and "project" and
    similar expressions identify forward-looking statements, which speak only as
    of the date the statement is made.  Such forward-looking statements are
    within the meaning of that term in Section 27A of the Securities Act of
    1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
    amended.  Such statements may include, but not be limited to, projections of
    revenues, income or loss, capital expenditures, acquisitions, plans for
    future operations, financing needs or plans, the impact of inflation and
    plans relating to products or services of the Company, as well as
    assumptions relating to the foregoing.  Forward-looking statements are
    inherently subject to risks and uncertainties, some of which cannot be
    predicted or quantified.  Future events and actual results could differ
    materially from those set forth in, contemplated by or underlying the
    forward-looking statements.  Statements in this registration statement and
    in the Company's periodic reports filed with the Securities and Exchange
    Commission which are incorporated by reference herein, describe factors,
    among others, that could contribute to or cause such differences.

ITEM 4.  DESCRIPTION OF SECURITIES
 
    The class of securities offered by the Registrant pursuant to this
    registration statement is registered under Section 12 of the Securities
    Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Matters with respect to the legality of the Common Stock of the Company
    being registered hereby have been passed upon by the firm of Abrahams,
    Kaslow & Cassman, counsel for the Company.  Members of Abrahams, Kaslow
    & Cassman own a total of 16,400 shares of Common Stock of the Company.  

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Company's Amended and Restated Articles of Incorporation limit the
    liability of directors to the maximum extent permitted by the Minnesota
    Business Corporation Act.  Minnesota law provides that directors will not be
    personally liable for monetary damages for breach of their fiduciary duties
    as directors, except for liability due to (i) any breach of the duty of
    loyalty to the Company or its shareholders, (ii) acts or omissions not in
    good faith or that involve intentional misconduct or a knowing violation
    of law, (iii) dividends or other distributions of corporate assets that are
    in contravention of certain statutory or contractual restrictions, (iv)
    violations of certain Minnesota securities laws, or (v) any transaction
    from which the director derives an improper personal benefit.  Liability
    under the federal securities laws is not limited by the Amended and
    Restated Articles of Incorporation.

    The Minnesota Business Corporation Act requires that the Company indemnify
    any director or officer made or threatened to be made a party to a legal
    proceeding, by reason of the former or present official capacity of the
    person, against judgments, penalties, fines, settlements, and reasonable
    expenses incurred in connection with the proceeding if certain statutory
    standards are met.  "Proceeding" means a threatened, pending or completed
    civil, criminal, administrative, arbitration or investigative proceeding,
    including a derivative action in the name of the Company.  The Company's
    Amended and Restated Articles of Incorporation require the Company to
    provide indemnification of these persons to the fullest extent of the
    Minnesota indemnification statute.

    The Company has entered into an indemnification agreement with each of its
    directors and executive officers to provide him or her with specific
    contractual assurances that the indemnification protection provided by the
    Minnesota Business Corporation Act and the Company's Amended and Restated
    Articles of Incorporation will be available to such director or officer and
    to provide for the indemnification of and the advancing of expenses to such
    director or officer to the fullest extent permitted by law.  The forms of
    such indemnification agreements were previously filed as exhibits.

    The Company presently maintains insurance to protect itself and its
    directors and officers against certain liabilities, costs, and expenses
    arising out of claims or suits against such directors and officers resulting
    from their service in such capacity.

    Insofar as indemnification for liabilities arising under the Securities Act
    may be permitted to officers, directors, or persons controlling the Company
    pursuant to the foregoing provisions, the Company has been informed that in
    the opinion of the Commission such indemnification is against public policy
    as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

        [Remainder of this page intentionally left blank]
ITEM 8.  EXHIBITS

    The exhibits filed as a part of this registration statement are:
    
      Exhibit
         No.  
   (1)  4.1 Amended and Restated Articles of Incorporation of SITEL Corporation.
   (2)  4.1(a)  Articles of Amendment filed September 10, 1996 to the Amended
                and Restated Articles of Incorporation
   (1)  4.2 Amended and Restated Bylaws of SITEL Corporation.
   (1)  4.3 Form of General Voting Agreement.
   (1)  4.4 SITEL Corporation Stock Option Plan for Replacement of Existing
            Options.
   (1)  4.5 SITEL Corporation Stock Option Plan for Replacement of EEBs.
   (3)  4.6 Amended and Restated SITEL Corporation 1995 Employee Stock Option
            Plan.
   (1)  4.7 SITEL Corporation 1995 Non-Employee Directors Stock Option Plan.
        5.1 Opinion of Abrahams, Kaslow & Cassman regarding legality of Common
            Stock being registered.
   (4) 10.9 Form of Indemnification Agreement between SITEL Corporation
            and its Outside Directors.
   (5) 10.10Form of Indemnification Agreement between SITEL Corporation
             and its Executive Officers.
       23.1 Consent of Coopers & Lybrand L.L.P.    
       23.2 Consent of Abrahams, Kaslow & Cassman (included in Exhibit 5.1).
       23.3 Consent of KPMG.                       
       23.4 Consent of Arthur Andersen.            
       23.5 Consent of Arthur Andersen L.L.P.      
       24.1 Power of Attorney (included on signature page).
_________________________

    (1)  Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7 hereto were previously
         filed as Exhibits 3.1, 3.4, 9.1, 10.1, 10.2, 10.3 and 10.4,
         respectively, to the Registration Statement of SITEL Corporation on
         Form S-1 (Registration No. 33-91092) and are incorporated herein by
         this reference. 

    (2)  Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-3 (Registration No. 333-13403) and incorporated
         herein by this reference.

    (3)  Previously filed as Appendix B to the Registrant's Proxy Statement for
         the annual meeting of stockholders filed on September 27, 1996.      

    (4)  Previously filed as an exhibit to the Form 10-Q Quarterly Report of
         SITEL Corporation for the period ended August 31, 1995, and
         incorporated herein by this reference.

    (5)  Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-8 (Registration No. 33-99434) and incorporated
         herein by this reference.
ITEM 9.  UNDERTAKINGS

    (a)  Rule 415 offering.  The undersigned registrant hereby undertakes:

         (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; and

           (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)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or S-8 and 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 purposes 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; and

         (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. 
    
    (b)  Filing incorporating subsequent Exchange Act documents by reference.
         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 (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 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.

    (c)  Filing of registration statement on Form S-8.  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 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.
SIGNATURES

    The Registrant.  Pursuant to the requirements of the Securities Act of 1933,
    the registrant certifies that it has reasonable grounds to believe that it
    meets all of the requirements for filing on Form S-8 and has duly caused
    this registration statement to be signed on its behalf by the undersigned,
    thereunto duly authorized, in the City of Omaha, State of Nebraska on
    December 30, 1996.

                               SITEL CORPORATION

                               By: /s/ JAMES F. LYNCH                       
                                               
                               James F. Lynch, Chairman of the Board
                               and Chief Executive Officer
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors and
    officers of SITEL Corporation, do hereby jointly and severally constitute
    and appoint James F. Lynch and Barry S. Major, and each of them
    individually, as our true and lawful attorneys-in-fact and agents, with full
    powers of substitution and resubstitution, foreach of us and in our name,
    place, and stead, in any and all capacities, to sign any and all amendments
    (including post-effective amendments) to the Registration Statement on Form
    S-8 of SITEL Corporation and to file such amendments with all exhibits
    thereto and other documents in connection therewith, with the Securities and
    Exchange Commission, granting unto such attorneys-in-fact and agents, and
    each of them individually and their substitutes, full power and authority to
    do and perform each and every act and thing requisite or necessary to be
    done in and about the premises in connection with this Registration
    Statement as fully to all intents and purposes as each of us might or could
    do in person, hereby ratifying and confirming all that such attorneys-in-
    fact and agents or any of them, or their or his substitutes or substitute,
    lawfully may do or cause to be done by virtue hereof.
  
    Pursuant to the requirements of the Securities Act of 1933, this
    Registration Statement has been signed by the following persons in the
    capacities and on the dates indicated.

  /s/ JAMES F. LYNCH             Chairman of the Board,       December 30, 1996
  James F. Lynch                 Chief Executive
                                 Officer and Director

  /s/ BARRY S. MAJOR             Executive Vice President-    December 30, 1996
  Barry S. Major                 Finance, and Chief Financial
                                 Officer and Secretary
                                 (Principal Financial Officer)
             
  /s/ DONALD J. VRANA            Vice President and Controller December 30, 1996
  Donald J. Vrana                (Principal Accounting Officer)            
       
  /s/ KELVIN C. BERENS           Director                      December 30, 1996
  Kelvin C. Berens

         
  /s/ BILL L. FAIRFIELD          Director                      December 30, 1996
  Bill L. Fairfield

         
  /s/ HENK P. KRUITHOF           Director                      December 30, 1996
  Henk P. Kruithof

               
  /s/ GEORGE J. KUBAT            Director                      December 30, 1996
  George J. Kubat
EXHIBIT INDEX
                                                                Page Number
                                                              In Sequential
                                                                 Numbering
       Exhibit                                                    System   
         No.  
(1)      4.1  Amended and Restated Articles of Incorporation of
              SITEL Corporation.                                    N/A

(2)      4.1(a) Articles of Amendment filed September 10, 1996 to
              the Amended and Restated Articles of Incorporation    N/A

(1)      4.2  Amended and Restated Bylaws of SITEL Corporation.     N/A
(1)      4.3  Form of General Voting Agreement.                     N/A
(1)      4.4  SITEL Corporation Stock Option Plan for Replacement
              of Existing Options.                                  N/A
(1)      4.5  SITEL Corporation Stock Option Plan for Replacement
              of EEBs.                                              N/A
(3)      4.6  Amended and Restated SITEL Corporation 1995 Employee
              Stock Option Plan.                                    N/A
(1)      4.7  SITEL Corporation 1995 Non-Employee Directors Stock
              Option Plan.                                          N/A
         5.1  Opinion of Abrahams, Kaslow & Cassman regarding
              legality of Common Stock being registered.            N/A
(4)      10.9 Form of Indemnification Agreement between SITEL
              Corporation and its Outside Directors.                N/A
(5)      10.10 Form of Indemnification Agreement between
               SITEL Corporation and its Executive Officers.        N/A
         23.1 Consent of Coopers & Lybrand L.L.P.                    12        
         23.2 Consent of Abrahams, Kaslow & Cassman (included in Exhibit 5.1).
         23.3 Consent of KPMG.                                       14      
         23.4 Consent of Arthur Andersen.                            16      
         23.5 Consent of Arthur Andersen L.L.P.                      18 
         24.1 Power of Attorney (included on signature page).
_________________________

         (1)  Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7 hereto were
              previously filed as Exhibits 3.1, 3.4, 9.1, 10.1, 10.2,
              10.3 and 10.4, respectively, to the Registration Statement of
              SITEL Corporation on Form S-1 (Registration No. 33-91092) and are
              incorporated herein by this reference. 

         (2)  Previously filed as an exhibit to the Registrant's Registration
              Statement on Form S-3 (Registration No. 333-13403) and
              incorporated herein by this reference.

         (3)  Previously filed as Appendix B to the Registrant's Proxy Statement
              for the annual meeting of stockholders filed on September 27,
              1996.   

         (4)  Previously filed as an exhibit to the Form 10-Q Quarterly Report
              of SITEL Corporation for the period ended August 31, 1995, and
              incorporated herein by this reference.

         (5)  Previously filed as an exhibit to the Registrant's Registration
              Statement on Form S-8 (Registration No. 33-99434) and incorporated
              herein by this reference.
EXHIBIT 5.1

         OPINION OF ABRAHAMS, KASLOW & CASSMAN REGARDING LEGALITY
                     OF COMMON STOCK BEING REGISTERED
December 30, 1996

SITEL Corporation
13215 Birch Street
Omaha, Nebraska  68164

Gentlemen:

    We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by SITEL Corporation (the "Company") with the Securities
and Exchange Commission in connection with the registration of 7,000,000 shares
of the Common Stock, $.001 par value per share, of the Company (the "Shares")
under the Securities Act of 1933, as amended.

    We also have examined the Amended and Restated SITEL Corporation 1995
Employee Stock Option Plan (the "Stock Option Plan") incorporated by reference
into the Registration Statement and such corporate records, certificates and
other documents as we deemed relevant and appropriate.

    It is our opinion that, when sold in accordance with the terms of the Stock
Option Plan, the Shares will be legally issued, fully paid and non-assessable.

    We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in Item 5 of the Registration
Statement.

                  Very truly yours,

                  ABRAHAMS, KASLOW & CASSMAN
EXHIBIT 23.1

                    CONSENT OF COOPERS & LYBRAND L.L.P.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this registration statement on
Form S-8 (File No. 33-  ) of our reports dated August 2, 1996 on our audits of
the consolidated financial statements and the financial statement schedule of
SITEL Corporaiton and Subsidiaries as of May 31, 1996 and 1995 and for each of
the three years in the period ended May 31, 1996, which reports are included in
the Company's Annual Report on Form 10-K for the year ended May 31, 1996.  

                  COOPERS & LYBRAND L.L.P.

Omaha, Nebraska
December 20, 1996
EXHIBIT 23.3

                              CONSENT OF KPMG
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement of
SITEL Corporation on Form S-8 of our report dated March 29, 1996, with respect
to the consolidated balance sheets of SITEL Europe plc (formerly Mitre plc) as
of December 31, 1994 and 1995 and the related consolidated profit and loss
accounts and cash flow statements for each of the years in the three year period
ended December 31, 1995, incorporated by reference in the Form 8-K of SITEL
Corporation dated September 18, 1996, which report appears in the Proxy
Statement of SITEL Corporation dated July 29, 1996.
  

                  KPMG
                  Chartered Accountants
                  Registered Auditors

Birmingham, England
December 18, 1996
EXHIBIT 23.4

                        CONSENT OF ARTHUR ANDERSEN
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement of
SITEL Corporation on Form S-8 of our report dated June 24, 1996 on our audit of
the financial statements of Teleaction, S.A. as of December 31, 1994 and 1995,
incorporated by reference in the amendment to Form 8-K of SITEL Corporation for
June 12, 1996 which was filed on August 23, 1996, which report appeared in and
was incorporated by reference from page 53 of the Proxy Statement of SITEL
Corporation filed July 29, 1996.
  

                  ARTHUR ANDERSEN

Madrid, Spain
December 16, 1996
EXHIBIT 23.5                                

                     CONSENT OF ARTHUR ANDERSEN L.L.P.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement of SITEL Corporation on Form S-8, to be
filed on or about December 23, 1996, of our report dated April 1, 1996 on our
audit of the financial statements of National Action Financial Services, Inc. as
of December 31, 1995 and for the year then ended, incorporated by reference in
the amendment to Form 8-K of SITEL Corporation for June 28, 1996 which was filed
on August 30, 1996, which report appeared in and was incorporated by reference
from page F-82 of the Proxy Statement of SITEL Corporation filed July 29, 1996.
It should be noted that we have not audited any financial statements of the
Company subsequent to December 31, 1995 or performed any audit procedures
subsequent to the date of our report.
  

                  ARTHUR ANDERSEN L.L.P.

Atlanta, Georgia
December 20, 1996