As filed with the Securities and Exchange Commission on May 27, 1997
                                             Registration No. 333- 
========================================================================= 
               SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.  20549
                   -----------------------                    
                           FORM S-8
                    REGISTRATION STATEMENT
                             Under
                  THE SECURITIES ACT OF 1933
                   -----------------------                               
        
              INTERNATIONAL TECHNOLOGY CORPORATION
     (Exact name of registrant as specified in its charter)
                   -----------------------                               
                                   
            Delaware                       33-0001212
 (State or Other Jurisdiction of        (I.R.S. Employer
  Incorporation or Organization)        Identification No.)
                   -----------------------                               
                  23456 Hawthorne Boulevard
                 Torrance, California  90505
                       (310) 378-9933
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
                   -----------------------                               
              
                  1996 Stock Incentive Plan
                   (Full title of the plan)
                   -----------------------                               
               
                      ANTHONY J. DeLUCA
         President and Acting Chief Executive Officer
                                   
              INTERNATIONAL TECHNOLOGY CORPORATION
                   23456 Hawthorne Boulevard
                  Torrance, California  90505
                        (310) 378-9933
                                   
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
                   -----------------------                               
               
                        With a copy to:
                     KAREN E. BERTERO, ESQ.
                  Gibson, Dunn & Crutcher LLP
                    333 South Grand Avenue
                 Los Angeles, California  90071
                         (213) 229-7000
                   -----------------------              
                 CALCULATION OF REGISTRATION FEE                 
<TABLE>
<CAPTION>
========================================================================= 
                    |              | Proposed Maximum | Proposed Maximum | Amount of 
Title of Securities |  Amount to   |Offering Price per|     Aggregate    |Registration 
to be Registered    |be Registered |    Share(1)      |Offering Price (1)|    Fee(1)
--------------------------------------------------------------------------------------------
<S>                  <C>                <C>               <C>               <C>
Common Stock         444,767 shares     $6.875            $3,057,773.125    $926.60
========================================================================= 
</TABLE>

(1)  Price per share and aggregate offering price are estimated solely for
     the purpose of calculating the registration fee pursuant to Rule
     457(h) on the basis of the average of the high and low prices of the
     Common Stock of International Technology Corporation as reported on
     the New York Stock Exchange on May 21, 1997.
<PAGE>

                              PART II
                                                             
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents heretofore filed by International
Technology Corporation (the "Company" or the "Registrant") with the
Securities and Exchange Commission (the "Commission") are by this
reference incorporated in and made a part of this Registration Statement:

          (a)  The Registrant's Annual Report on Form 10-K for the fiscal
               year ended March 29, 1996, as amended by Amendment No. 1 on
               Form 10-K/A dated July 29, 1996;

          (b)  The Registrant's Quarterly Reports on Form 10-Q for the
               quarters ended June 28, 1996, September 27, 1996 and
               December 27, 1996;

          (c)  The Registrant's Current Reports on Form 8-K, filed with
               the Commission on January 17, 1997, December 5, 1996,
               September 20, 1996 and July 3, 1996; and

          (d)  The description of the Registrant's Common Stock contained
               in the Registrant's Registration Statement on Form 8-A, as
               amended.

          All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act") after the
date of this Registration Statement and prior tothe 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 in this 
Registration Statement and to be a part hereof from the date of filing of
such reports and documents.

     Item 4.   Description of Securities.

          Not applicable.

     Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

     Item 6.   Indemnification of Directors and Officers.

          Section 145 of the General Corporation Law of Delaware empowers
the Registrant to indemnify, subject to the standards set forth therein,
any person in connection with any action, suit or proceeding brought or
threatened by reason of the fact that the person is or was a director,
officer, employee or agent of the Registrant, or is or was serving as such
with respect to another corporation at the request of the Registrant.  The
General Corporation Law of Delaware also provides that the Registrant may
purchase insurance on behalf of any such director, officer, employee or
agent.  Article 7 of the Registrant's By-laws provides that the Registrant
shall, to the fullest extent permitted by applicable law, indemnify its
directors and officers with respect to certain threatened, pending or
completed actions, suits or proceedings.  The Registrant has also entered
into Indemnity Agreements with individual directors and officers.  These
Indemnity Agreements provide that the Registrant will pay any amount which
an indemnitee (i.e., a director or officer) is legally obligated to pay
because of claims made against the indemnitee based on any act, omission
or neglect or breach of duty (whether occurring prior to or after the date
of the Indemnity Agreement), including any actual or alleged error or
misstatement or misleading statement, committed while acting in his
capacity as an officer or director.  No indemnification is provided,
however, in cases involving dishonesty or improper personal benefit.

<PAGE>

          The Registrant maintains an insurance policy pursuant to which
the directors and officers of the Registrant are insured, within the
limits and subject to the limitations of the policy, against certain
expenses in connection with the defense of certain claims, actions, suits
or proceedings, and certain liabilities which might be imposed as a result
of such claims, actions, suits or proceedings, which may be brought
against them by reason of their being or having been such directors and
officers.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.
     
  4.1     1996 Stock Incentive Plan.

  4.2     Certificate of Incorporation of the Registrant (filed as an
          Exhibit to the Registrant's Annual Report on Form 10-K for the
          fiscal year ended March 31, 1988 and incorporated herein by
          reference).

  5.1     Opinion of Gibson, Dunn & Crutcher LLP.

 23.1     Consent of Ernst & Young LLP.

 23.2     Consent of Gibson, Dunn & Crutcher LLP (included in
          Exhibit 5.1).

 24       Power of Attorney (included on Signature Page).

Item 9.   Undertakings.

     (a)    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 (the "Securities Act");

               (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)(1)(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 with the
Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.

           (2)  That, for the purpose of determining any liability under
     the Securities Act, 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.

<PAGE>

            (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)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 the time shall be deemed
to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act 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
Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.

<PAGE>

                           SIGNATURES

          Pursuant to the requirements of the Securities Act, the
Registrant certifies it has reasonable grounds to believe thatit 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 Torrance, State of California,
on the 22st day of May, 1997.                         

                                             By:          /S/
                                                 ________________________ 
                                                 Anthony J. DeLuca
                                                 President and Acting
                                                 Chief Executive Officer

                          POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony J. DeLuca and Philip H.
Ockelmann, and each of them, as his true and lawful attorneys-in-fact and
agents, with full powers of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full powers
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might, or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their 
substitutes may lawfully do or cause to be done by virtue hereof.

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

          Signature                 Title                  Date
          ---------                 ------                 -----

            /s/
___________________________
Daniel A. D'Aniello             Chairman of the             May 22, 1997
                                  Board of Directors

            /s/
___________________________
Anthony J. DeLuca               President, Acting Chief     May 22, 1997
                                  Executive Officer and 
                                  Director (Principal
                                  Executive Officer)

            /s/
___________________________
Philip B. Dolan                 Director                    May 22, 1997


            /s/
___________________________
E. Martin Gibson                Director                    May 22, 1997


            /s/
___________________________
James C. McGill                 Director                    May 22, 1997


            /s/
___________________________
Robert F. Pugliese              Director                    May 22, 1997


            /s/
___________________________
James David Watkins             Director                    May 22, 1997


            /s/
___________________________
Philip H. Ockelmann             Vice President, Finance     May 22, 1997
                                and Treasurer (Principal 
                                Accounting Officer)

<PAGE>

                           EXHIBIT INDEX

Exhibit
Number        Description
_______       ____________

  4.1         1996 Stock Incentive Plan.

  5.1         Opinion of Gibson, Dunn & Crutcher LLP.

  4.2         Certificate of Incorporation of the Registrant (filed as
              an Exhibit to the Registrant's Annual Report on Form 10-K
              for the fiscal year ended March 31, 1988 and incorporated
              herein by reference).

 23.1         Consent of Ernst & Young LLP.

 23.2         Consent of Gibson, Dunn & Crutcher LLP (included
              in Exhibit 5.1).

 24           Power of Attorney (included on Signature Page).

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16035}]
{"company-data": {"conformed-name": "INTERNATIONAL TECHNOLOGY CORP", "cik": "0000731190", "assigned-sic": "4955", "irs-number": "330001212", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27821", "film-number": "97614304"}, "business-address": {"street1": "23456 HAWTHORNE BLVD", "city": "TORRANCE", "state": "CA", "zip": "90505", "phone": "3103789933"}, "mail-address": {"street1": "23456 HAWTHORNE BLVD", "city": "TORRANCE", "state": "CA", "zip": "90505"}}
As filed with the Securities and Exchange Commission on May 27, 1997
                                             Registration No. 333- 
========================================================================= 
               SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.  20549
                   -----------------------                    
                           FORM S-8
                    REGISTRATION STATEMENT
                             Under
                  THE SECURITIES ACT OF 1933
                   -----------------------                               
        
              INTERNATIONAL TECHNOLOGY CORPORATION
     (Exact name of registrant as specified in its charter)
                   -----------------------                               
                                   
            Delaware                       33-0001212
 (State or Other Jurisdiction of        (I.R.S. Employer
  Incorporation or Organization)        Identification No.)
                   -----------------------                               
                  23456 Hawthorne Boulevard
                 Torrance, California  90505
                       (310) 378-9933
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
                   -----------------------                               
              
                  1996 Stock Incentive Plan
                   (Full title of the plan)
                   -----------------------                               
               
                      ANTHONY J. DeLUCA
         President and Acting Chief Executive Officer
                                   
              INTERNATIONAL TECHNOLOGY CORPORATION
                   23456 Hawthorne Boulevard
                  Torrance, California  90505
                        (310) 378-9933
                                   
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
                   -----------------------                               
               
                        With a copy to:
                     KAREN E. BERTERO, ESQ.
                  Gibson, Dunn & Crutcher LLP
                    333 South Grand Avenue
                 Los Angeles, California  90071
                         (213) 229-7000
                   -----------------------              
                 CALCULATION OF REGISTRATION FEE
========================================================================= 
                    |              | Proposed Maximum | Proposed Maximum | Amount of 
Title of Securities |  Amount to   |Offering Price per|     Aggregate    |Registration 
to be Registered    |be Registered |    Share(1)      |Offering Price (1)|    Fee(1)
--------------------------------------------------------------------------------------------
Common Stock         444,767 shares     $6.875            $3,057,773.125    $926.60
=========================================================================
(1)  Price per share and aggregate offering price are estimated solely for
     the purpose of calculating the registration fee pursuant to Rule
     457(h) on the basis of the average of the high and low prices of the
     Common Stock of International Technology Corporation as reported on
     the New York Stock Exchange on May 21, 1997.
PART II
                                                             
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents heretofore filed by International
Technology Corporation (the "Company" or the "Registrant") with the
Securities and Exchange Commission (the "Commission") are by this
reference incorporated in and made a part of this Registration Statement:

          (a)  The Registrant's Annual Report on Form 10-K for the fiscal
               year ended March 29, 1996, as amended by Amendment No. 1 on
               Form 10-K/A dated July 29, 1996;

          (b)  The Registrant's Quarterly Reports on Form 10-Q for the
               quarters ended June 28, 1996, September 27, 1996 and
               December 27, 1996;

          (c)  The Registrant's Current Reports on Form 8-K, filed with
               the Commission on January 17, 1997, December 5, 1996,
               September 20, 1996 and July 3, 1996; and

          (d)  The description of the Registrant's Common Stock contained
               in the Registrant's Registration Statement on Form 8-A, as
               amended.

          All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act") after the
date of this Registration Statement and prior tothe 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 in this 
Registration Statement and to be a part hereof from the date of filing of
such reports and documents.

     Item 4.   Description of Securities.

          Not applicable.

     Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

     Item 6.   Indemnification of Directors and Officers.

          Section 145 of the General Corporation Law of Delaware empowers
the Registrant to indemnify, subject to the standards set forth therein,
any person in connection with any action, suit or proceeding brought or
threatened by reason of the fact that the person is or was a director,
officer, employee or agent of the Registrant, or is or was serving as such
with respect to another corporation at the request of the Registrant.  The
General Corporation Law of Delaware also provides that the Registrant may
purchase insurance on behalf of any such director, officer, employee or
agent.  Article 7 of the Registrant's By-laws provides that the Registrant
shall, to the fullest extent permitted by applicable law, indemnify its
directors and officers with respect to certain threatened, pending or
completed actions, suits or proceedings.  The Registrant has also entered
into Indemnity Agreements with individual directors and officers.  These
Indemnity Agreements provide that the Registrant will pay any amount which
an indemnitee (i.e., a director or officer) is legally obligated to pay
because of claims made against the indemnitee based on any act, omission
or neglect or breach of duty (whether occurring prior to or after the date
of the Indemnity Agreement), including any actual or alleged error or
misstatement or misleading statement, committed while acting in his
capacity as an officer or director.  No indemnification is provided,
however, in cases involving dishonesty or improper personal benefit.
The Registrant maintains an insurance policy pursuant to which
the directors and officers of the Registrant are insured, within the
limits and subject to the limitations of the policy, against certain
expenses in connection with the defense of certain claims, actions, suits
or proceedings, and certain liabilities which might be imposed as a result
of such claims, actions, suits or proceedings, which may be brought
against them by reason of their being or having been such directors and
officers.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.
     
  4.1     1996 Stock Incentive Plan.

  4.2     Certificate of Incorporation of the Registrant (filed as an
          Exhibit to the Registrant's Annual Report on Form 10-K for the
          fiscal year ended March 31, 1988 and incorporated herein by
          reference).

  5.1     Opinion of Gibson, Dunn & Crutcher LLP.

 23.1     Consent of Ernst & Young LLP.

 23.2     Consent of Gibson, Dunn & Crutcher LLP (included in
          Exhibit 5.1).

 24       Power of Attorney (included on Signature Page).

Item 9.   Undertakings.

     (a)    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 (the "Securities Act");

               (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)(1)(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 with the
Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.

           (2)  That, for the purpose of determining any liability under
     the Securities Act, 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.

     (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 the time shall be deemed
to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act 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
Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES

          Pursuant to the requirements of the Securities Act, the
Registrant certifies it has reasonable grounds to believe thatit 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 Torrance, State of California,
on the 22st day of May, 1997.                         

                                             By:          /S/
                                                 ________________________ 
                                                 Anthony J. DeLuca
                                                 President and Acting
                                                 Chief Executive Officer

                          POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony J. DeLuca and Philip H.
Ockelmann, and each of them, as his true and lawful attorneys-in-fact and
agents, with full powers of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full powers
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might, or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their 
substitutes may lawfully do or cause to be done by virtue hereof.

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

          Signature                 Title                  Date
          ---------                 ------                 -----

            /s/
___________________________
Daniel A. D'Aniello             Chairman of the             May 22, 1997
                                  Board of Directors

            /s/
___________________________
Anthony J. DeLuca               President, Acting Chief     May 22, 1997
                                  Executive Officer and 
                                  Director (Principal
                                  Executive Officer)

            /s/
___________________________
Philip B. Dolan                 Director                    May 22, 1997

            /s/
___________________________
E. Martin Gibson                Director                    May 22, 1997

            /s/
___________________________
James C. McGill                 Director                    May 22, 1997

            /s/
___________________________
Robert F. Pugliese              Director                    May 22, 1997

            /s/
___________________________
James David Watkins             Director                    May 22, 1997

            /s/
___________________________
Philip H. Ockelmann             Vice President, Finance     May 22, 1997
                                and Treasurer (Principal 
                                Accounting Officer)
EXHIBIT INDEX

Exhibit
Number        Description
_______       ____________

  4.1         1996 Stock Incentive Plan.

  5.1         Opinion of Gibson, Dunn & Crutcher LLP.

  4.2         Certificate of Incorporation of the Registrant (filed as
              an Exhibit to the Registrant's Annual Report on Form 10-K
              for the fiscal year ended March 31, 1988 and incorporated
              herein by reference).

 23.1         Consent of Ernst & Young LLP.

 23.2         Consent of Gibson, Dunn & Crutcher LLP (included
              in Exhibit 5.1).

 24           Power of Attorney (included on Signature Page).