As filed with the Securities and Exchange Commission on April 30, 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)
                    -----------------------                              
                                                      
     1997 International Technology Corporation Non-Employee Director
                   Stock Plan -- Director Fees
                     (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      100,000 shares       $7.1325             $713,250               $216.14
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------

==========================================================================

</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 April 25, 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 to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference 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.

<PAGE>


Item 7.     Exemption from Registration Claimed.
     
                 Not applicable.
     
Item 8.     Exhibits.
     
            
       4.1  1997 International Technology Corporation Non-Employee
            Director Stock Plan -- Director Fees.
     
       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.
     
       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.     

<PAGE>


                         SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant
certifies 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 Torrance, State of California, on the 26th day
of February, 1997.
     
     
                                By: /S/ ANTHONY J. DELUCA
                                   ______________________________________ 
                                   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 Phillip 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 Board    February 26, 1997
     Daniel A. D'Aniello         of Directors
     
     /s/ ANTHONY J. DELUCA
     _____________________     President, Acting Chief  February 26, 1997
     Anthony J. DeLuca           Executive Officer and
                                 Director (Principal 
                                 Executive Officer) 
     
     /s/ PHILIP B. DOLAN
     _____________________     
     Philip B. Dolan             Director               February 26, 1997
     
     
     /s/ E. MARTIN GIBSON
     ____________________        Director               February 26, 1997
     E. Martin Gibson
     

     /s/ JAMES C. MCGILL                                                 
     ____________________        Director               February 26, 1997 
     James C. McGill
     

     /s/ ROBERT F. PUGLIESE                                              
     ___________________          
     Robert F. Pugliese          Director               February 26, 1997
     
                                                                 
     /s/ JAMES DAVID WATKINS
     ____________________
     James David Watkins         Director               February 26, 1997
     
     
     /s/ PHILIP H. OCKELMANN
     ___________________         Vice President,        February 26, 1997
     Philip H. Ockelmann           Finance and Treasurer                 
                                   (Principal Accounting 
                                   Officer)                            
     
     
<PAGE>     

                          EXHIBIT INDEX
                                
                                
                                
Exhibit
Number                    Description            
-------                   ----------- 
 4.1          1997 International Technology Corporation Non-Employee
              Director Stock Plan -- Director Fees.

 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.

24            Power of Attorney (included on Signature Page).
                                
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17397}]
{"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": "333-26143", "film-number": "97590802"}, "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 April 30, 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)
                    -----------------------                              
                                                      
     1997 International Technology Corporation Non-Employee Director
                   Stock Plan -- Director Fees
                     (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      100,000 shares       $7.1325             $713,250               $216.14
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------

==========================================================================
(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 April 25, 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 to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference 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  1997 International Technology Corporation Non-Employee
            Director Stock Plan -- Director Fees.
     
       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.
     
       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 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 Torrance, State of California, on the 26th day
of February, 1997.
     
     
                                By: /S/ ANTHONY J. DELUCA
                                   ______________________________________ 
                                   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 Phillip 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 Board    February 26, 1997
     Daniel A. D'Aniello         of Directors
     
     /s/ ANTHONY J. DELUCA
     _____________________     President, Acting Chief  February 26, 1997
     Anthony J. DeLuca           Executive Officer and
                                 Director (Principal 
                                 Executive Officer) 
     
     /s/ PHILIP B. DOLAN
     _____________________     
     Philip B. Dolan             Director               February 26, 1997
     
     
     /s/ E. MARTIN GIBSON
     ____________________        Director               February 26, 1997
     E. Martin Gibson
     

     /s/ JAMES C. MCGILL                                                 
     ____________________        Director               February 26, 1997 
     James C. McGill
     

     /s/ ROBERT F. PUGLIESE                                              
     ___________________          
     Robert F. Pugliese          Director               February 26, 1997
     
                                                                 
     /s/ JAMES DAVID WATKINS
     ____________________
     James David Watkins         Director               February 26, 1997
     
     
     /s/ PHILIP H. OCKELMANN
     ___________________         Vice President,        February 26, 1997
     Philip H. Ockelmann           Finance and Treasurer                 
                                   (Principal Accounting 
                                   Officer)
EXHIBIT INDEX
                                
                                
                                
Exhibit
Number                    Description            
-------                   ----------- 
 4.1          1997 International Technology Corporation Non-Employee
              Director Stock Plan -- Director Fees.

 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.

24            Power of Attorney (included on Signature Page).