STREAM INTERNATIONAL HOLDINGS INC S-1/A

AMENDMENT #2 TO FORM S-1

AMENDED & RESTATED CERTIFICATE OF INCORPORATION

AMENDED & RESTATED BY-LAWS

SPECIMEN CERTIFICATE FOR SHARES OF COMMON STOCK

FORM OF 1997 STOCK INCENTIVE PLAN

FORM OF 1997 DIRECTOR STOCK OPTION PLAN

FORM OF AMENDMENT TO 1995 STOCK OPTION PLAN

AMENDMENT TO 1995 REPLACEMENT STOCK OPTION PLAN

AMENDMENT TO 1995 CALIFORNIA STOCK OPTION PLAN

CONTRIBUTION AGREEMENT 12/15/97, THE MMI SUBSIDIARY

CONTRIBUTION AGREEMENT 12/15/97, CS&T SUBSIDIARY

TRANSITIONAL SERVICE AGREEMENT, MMI SUBSIDIARY

TRANSITIONAL SERVICE AGREEMENT, CS&T SUBSIDIARY

TAX SHARING AGREEMENT, THE SPIN-OFF SUBSIDIARIES

GUARANTY DATED 12/15/97, THE MMI SUBSIDIARY

GUARANTY DATED 12/15/97, THE CS&T SUBSIDIARY

REGISTRATION RIGHTS AGREEMENT DATED 4/21/95

TAX REIMBURSEMENT AGREEMENT DATED 12/15/97

GUARANTY DATED 12/15/97, FROM THE MMI SUBSIDIARY

GUARANTY DATED 12/15/97, FROM THE CS&T SUBSIDIARY

SUBSIDIARIES OF THE REGISTRANT

CONSENT OF ARTHUR ANDERSEN LLP

FINANCIAL DATA SCHEDULE