
         UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The following pro forma financial statements of APAC TeleServices, Inc. and
Subsidiaries ("the Company") reflect the acquisition of ITI Holdings, Inc.
("ITI"), the sole shareholder of ITI Marketing Services, Inc.  These pro forma
financial statements are filed as an amendment to the Company's Current Report
on Form 8-K dated May 20, 1998, and filed on June 4, 1998, which described the
acquisition of ITI.

The pro forma balance sheet as of March 29, 1998, and the pro forma statements
of operations and income of the Company and ITI for the fifty-two weeks ended
December 28 and 31, 1997, respectively, and the thirteen weeks ended March 29
and 31, 1998, respectively, have been prepared to illustrate the effect of the
acquisition.  The acquisition is being accounted for as a purchase and the
transaction is treated as if it had occurred on March 29, 1998, in the pro forma
balance sheet and as of December 30, 1996, for the pro forma statements of
operations and income.  The pro forma balance sheet as of March 29, 1998, and
the pro forma statement of income for the thirteen weeks ended March 29 and 31,
1998, respectively, were prepared from unaudited financial statements for the
quarters then ended.  The pro forma statement of operations for the fifty-two
weeks ended December 28 and 31, 1997, respectively, were prepared from audited
financial statements for the years then ended.

The pro forma financial statements are presented for illustrative purposes only
and are not necessarily indicative of the consolidated financial position or
consolidated results of operations of the Company that would have been reported
had the acquisition occurred on the dates indicated, nor do they represent a
forecast of the consolidated financial position of the Company at any future
date or the consolidated results of operations of the Company for any future
period.  Furthermore, no effect has been given in the pro forma statements of
operations and income for synergies or cost savings, if any, that may be
realized through the combination of the Company and ITI.  Amounts allocated to
the Company's assets and liabilities will be based upon the estimated fair
values at the completion of the acquisition.  A preliminary allocation of a
purchase price has been made to ITI's assets and liabilities in the pro forma
financial statements based on a preliminary valuation.  The final allocations
may be different from the amounts reflected herein.  The pro forma financial
statements, including the notes thereto should be read in conjunction with the
audited financial statements of ITI included elsewhere in this Report and the
consolidated financial statements of the Company included in its Annual Report
on  Form 10-K for the year ended December 28, 1997, and its Quarterly Report on
Form 10-Q for the quarter ended March 29, 1998.

<TABLE>

APAC TELESERVICES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
MARCH 29,1998
(IN THOUSANDS)

<CAPTION>
                                                                                                  
                                                                              ITI            PRO FORMA          COMBINED
                                                           APAC           HOLDINGS, INC.    ADJUSTMENTS         PRO FORMA
                      ASSETS                                                                      
<S>                                                       <C>                   <C>            <C>                  <C>
CURRENT ASSETS:
                                                                                               $155,312   (a)
                                                                                                (72,500)  (b)
      Cash                                                  $1,043             $2,509           (81,423)  (c)       $4,941 
      Accounts receivable, net                              66,762             30,481            (3,223)  (c)       94,020 
      Deferred tax assets                                      590                  --            6,080   (c)        6,670 
      Other current assets                                   2,185                445                 --             2,630 
            Total current                                   70,580             33,435             4,246            108,261 

PROPERTY AND EQUIPMENT                                     138,579             34,645           (16,448)  (c)      156,776 
Less--accumulated depreciation                              45,503             14,977           (14,977)  (c)       45,503 
      Property and equipment, net                           93,076             19,668            (1,471)           111,273 

GOODWILL AND OTHER INTANGIBLE ASSETS:
      Goodwill                                              12,022              3,250            99,601   (c)      114,873 
      Other intangible assets                                1,500             20,250            20,150   (c)       41,900 
            Total goodwill and other intangible             13,522             23,500           119,751            156,773 
      Less--accumulated amortization                         1,182              7,115            (7,115)  (c)        1,182 
            Goodwill and other intangible assets,           12,340             16,385           126,866            155,591 

                                                                                                 (1,372)  (c)
OTHER ASSETS                                                 2,672              1,509             2,188   (a)        4,997 
      Total assets                                        $178,668            $70,997          $130,457           $380,122 

                 LIABLILITES AND
               SHARE OWNERS' EQUITY
CURRENT LIABILITIES:
                                                                                               ($57,500)  (b)
      Current maturies of long-term debt                      $201            $58,832            12,000   (a)      $13,533 
                                                                                                (15,000)  (b)
      Revolving credit facility                             13,200             15,000             7,500   (a)       20,700 
      Accounts payable                                       7,685              4,330                 --            12,015 
      Income taxes payable                                   3,146                  --                --             3,146 
      Other current liabilities                             18,422             13,355            22,277   (c)       54,054 
            Total current                                   42,654             91,517           (30,723)           103,448 

LONG-TERM DEBT, LESS CURRENT MATURITIES                      1,816              2,460           138,000   (a)      142,276 
                                                                                                                
DEFERRED INCOME TAXES                                        4,130                  --              200   (c)        4,330 
                                                                                                               
SHARE OWNERS' EQUITY:                                                                                          
      Preferred shares                                           --                 --                --                 --
      Common shares                                            489                  4                (4)  (c)          489 
      Additional paid-in                                    92,155             31,867           (31,867)  (c)       92,155 
      Retained earnings (deficit)                           37,424            (52,425)           52,425   (c)       37,424 
      Notes receivable from share owners                         --            (1,001)            1,001   (c)            --
      Less--treasury shares                                      --            (1,425)            1,425   (c)            --
            Total share owners' equity                     130,068            (22,980)           22,980            130,068 

      Total liabilities and share owners' equity          $178,668            $70,997          $130,457           $380,122 

See Notes to Unaudited Pro Forma Consolidated Condensed Financial Statements.         

</TABLE>

<TABLE>

APAC TELESERVICES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME
FOR THE THIRTEEN WEEKS ENDED MARCH 29, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<CAPTION>
                                                                                                  
                                                                              ITI            PRO FORMA          COMBINED
                                                           APAC           HOLDINGS, INC.    ADJUSTMENTS         PRO FORMA
<S>                                                       <C>                 <C>                   <C>           <C>      
NET REVENUE                                                $91,481            $40,067                $--          $131,548 

OPERATING EXPENSES:
                                                                                                  9,600   (h)
      Cost of services                                      70,684             21,327              (540)  (d)      101,071 
                                                                                                 (9,600)  (h)
      Selling, general and administrative expenses          12,209             14,990             1,220   (e)       18,819 
            Total operating expenses                        82,893             36,317               680            119,890 
      Income (loss) from operations                          8,588              3,750              (680)            11,658 

INTEREST EXPENSE, NET                                          471              2,039               750   (f)        3,260 
      Income (loss) before income taxes                      8,117              1,711            (1,430)             8,398 
PROVISION FOR INCOME TAXES                                   3,200                  --              500   (g)        3,700 
NET INCOME (LOSS)                                           $4,917             $1,711           ($1,930)            $4,698 

NET INCOME PER SHARE:
      Basic                                                  $0.10                                                   $0.10 
      Diluted                                                $0.10                                                   $0.09 

WEIGHTED AVERAGE SHARES
      OUTSTANDING:
      Basic                                                 48,812                                                  48,812 
      Diluted                                               49,804                                                  49,804 

See Notes to Consolidated Condensed Financial Statements.

</TABLE>

<TABLE>

APAC TELESERVICES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
FOR THE FIFTY-TWO WEEKS ENDED DECEMBER 28, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<CAPTION>
                                                                                                  
                                                                              ITI            PRO FORMA          COMBINED
                                                           APAC           HOLDINGS, INC.    ADJUSTMENTS         PRO FORMA
<S>                                                       <C>                <C>                    <C>           <C>      
NET REVENUE                                               $356,390           $145,574                $--          $501,964 

OPERATING EXPENSES:
                                                                                                 39,000   (h)
      Cost of services                                     269,326             81,872            (2,050)  (d)      388,148 
                                                                                                (39,000)  (h)
      Selling, general and administrative expenses          48,784             61,301             4,880   (e)       75,965 
      Acquired in-process research and development          19,800                  --                --            19,800 
      Provision for software impairment                      3,238                  --                --             3,238 
            Total operating expenses                       341,148            143,173             2,830            487,151 
      Income (loss) from operations                         15,242              2,401            (2,830)            14,813 
INTEREST EXPENSE, NET                                        1,489              8,324             3,920   (f)       13,733 
      Income (loss) before income taxes and cumulative
            effect of accounting change                     13,753             (5,923)           (6,750)             1,080 
PROVISION FOR INCOME TAXES (CREDIT)                         12,770                  --           (3,330)  (g)        9,440 
      Income (loss) before income taxes                        983             (5,923)           (3,420)            (8,360)
CUMULATIVE EFFECT OF ACCOUNTING                                                             
      CHANGE, LESS INCOME TAXES OF $1,349                   (2,200)                 --                --            (2,200)
NET LOSS                                                   ($1,217)           ($5,923)          ($3,420)          ($10,560)

NET INCOME (LOSS) PER SHARE:
      Basic:
            Income (loss) before cumulative effect     
                  accounting change                          $0.02                                                  ($0.17)
            Cumulative effect of accounting change           (0.05)                                                  (0.05)
            Net loss                                        ($0.03)                                                 ($0.22)

      Diluted:
            Income (loss) before cumulative effect
                  accounting change                          $0.02                                                  ($0.17)
            Cumulative effect of accounting change           (0.05)                                                  (0.05)
            Net loss                                        ($0.03)                                                 ($0.22)

WEIGHTED AVERAGE SHARES OUTSTANDING
      OUTSTANDING:
      Basic                                                 47,453                                                  47,453 
      Diluted                                               48,505                                                  48,505 

See Notes to Unaudited Consolidated Condensed Financial Statements.


 </TABLE>


    NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

The  pro forma  financial  statements  and  related notes  give  effect  to  the
acquisition of  ITI accounted for  as a purchase.   The pro forma  balance sheet
assumes  that the acquisition  was completed as  of March 29,  1998, and the pro
forma statements  of  operations and  income  assume that  the  acquisition  was
completed on December 30, 1996.

All interim  financial data  used to  develop the  pro forma  balance sheet  and
statements of  income are unaudited, but  in the opinion  of management, reflect
all adjustments necessary (consisting  only of normal  recurring entries) for  a
fair presentation thereof.  The unaudited pro forma statements of operations and
income are not necessarily indicative of operating results which would have been
achieved had  the acquisition  been  consummated as  of December  30, 1996,  and
should not be construed as representative of future earnings.

Under purchase accounting,  the total purchase price will be  allocated to ITI's
assets and liabilities  based on their  relative fair  values.  Allocations  are
subject to  valuations as of the date of the closing of the acquisition based on
an appraisal which is not yet completed.  Accordingly, the final allocations may
be different from the  amounts reflected herein.  For purposes of  the pro forma
financial  statements,  the preliminary  allocation  of  the purchase  price  is
summarized as follows (in millions):

<TABLE>
<CAPTION>
 <S>                                                <C>              <C>   
 Purchase price                                                      $153.9
 Assets acquired:
    Current assets                                  $30.2
    Property and equipment, net                      18.2
    Other assets                                       .1
       Tangible assets acquired                     $48.5            (48.5)
 Liabilities assumed:
    Current liabilities, less debt                  $17.7
    Notes payable and capital
       lease obligations                              3.8
       Total liabilities assumed                    $21.5              21.5
 Accrued purchase liabilities                                          22.3
 Deferred tax asset                                                   (6.1)
 Deferred tax liabilities                                               0.2
    Intangible assets acquired                                       $143.3

</TABLE>

The following adjustments were recorded in the pro forma financial statements:

(a)  To record proceeds from $150.0 million Term Loan and $7.5 million in
     borrowings from Revolving Credit Facility under the Company's new $225.0
     million Senior Secured Credit Facility.  Proceeds received are net of $2.2
     million of debt issuance costs.

(b)  To reflect the repayment of ITI's outstanding debt.

(c)  To record the purchase of all of the outstanding common stock of ITI for
     $81.4 million in cash and the preliminary allocation of the purchase price
     based upon the estimated fair values of ITI's assets and liabilities.  The
     preliminary purchase price has resulted in the assignment of $143.3 million
     to intangible assets which consist of $3.6 million for assembled workforce,
     $36.8 million for customer relationships and $102.9 for goodwill. 

     Intangible assets are amortized over their estimated useful lives which
     range from 7 to 25 years.

(d)  To record amortization  of purchase liability for unfavorable rate variance
     on acquired telephone contract.

(e)  To record amortization of goodwill and other intangible assets acquired.

(f)  To reflect interest expense and amortization of debt issuance costs on Term
     Loan used to finance the acquisition.  Interest rate on Term Loan is 7.01%.

(g)  To record provision for income taxes on operating results of ITI and on the
     changes in telephone costs, interest expense and deductible amortization on
     intangible  assets recorded  as  pro forma  adjustments.   The  income  tax
     benefit recorded on ITI's loss from  operations for the year ended December
     31,  1997, has  been recognized as  a pro  forma adjustment  to reflect the
     Company's ability to utilize  ITI's deferred tax asset (net  operating loss
     carryforward) within a consolidated group for Federal income tax purposes.

(h)  To  reclassify call center administration and support costs reported by ITI
     as  selling, general  and administrative  expenses to  cost of  services to
     conform with the Company's classification of similar costs.

