<PAGE>
 
   As filed with the Securities and Exchange Commission on February 2, 1996
                                          Registration Statement 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 issuer as specified in its charter)

           DELAWARE                                         33-0001212
   (State of incorporation)                              (I.R.S. Employer
                                                      Identification Number)
 
    23456 HAWTHORNE BOULEVARD
      TORRANCE, CALIFORNIA                                     90505
     (Address of Principal                                   (Zip Code)
       Executive Offices)

                         IT CORPORATION RETIREMENT PLAN
                            (Full title of the Plan)

                             MR. ANTHONY J. DeLUCA
               Senior Vice President and Chief Financial Officer
                      International Technology Corporation
                           23456 Hawthorne Boulevard
                          Torrance, California  90505
                    (Name and address of agent for service)

                                 (310) 378-9933
         (Telephone number, including area code, of agent for service)

                       ----------------------------------
                                With a copy to:
                             KAREN E. BERTERO, ESQ.
                            Gibson, Dunn & Crutcher
                             333 South Grand Avenue
                         Los Angeles, California 90071
                                 (213) 229-7000
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                     CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
                                               Proposed             Proposed Maximum
Title of Securities     Amount to be       Maximum Offering        Aggregate Offering          Amount of 
to be registered        Registered(1)      Price Per Share(2)           Price(2)           Registration Fee(2)
--------------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                     <C>                     <C>
Common Stock,           
$1.00 par value         2,000,000 shares       $2.0625                  $4,125,000               $1,423
--------------------------------------------------------------------------------------------------------------
</TABLE> 
(1)  In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
(2)  Price per share and aggregate offering price are estimated solely for
     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 January 30, 1996.
================================================================================
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission are hereby incorporated in this Registration
Statement by reference:

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 31, 1995;

     (2)  The Registrant's Quarterly Reports on Form 10-Q for the quarters
          ended June 30, 1995 and September 30, 1995;

     (3)  The Registrant's Current Reports on Form 8-K dated May 2, 1995 and
          October 25, 1995; and

     (4)  The description of the 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) and 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all such 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 

                                       2
<PAGE>
 
the indemnitee based on any act, omission or neglect or breach of duty (whether
occurring prior to or after the date of the Indemnity Agreements), 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 profit.

         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   IT Corporation Retirement Plan (previously filed as Exhibit
                10(iii)(4) to the Registrant's Annual Report on Form 10-K for
                the year ended March 31, 1995 and incorporated herein by
                reference).

          4.2   Amendment Number One to IT Corporation Retirement Plan, dated as
                of July 1, 1995.

          4.3   Amendment Number Two to IT Corporation Retirement Plan, dated as
                of October 1, 1995

          23.1  Consent of Ernst & Young LLP.

          24    Power of Attorney (included on pages 5 and 6 of this
                Registration Statement).

          The Registrant undertakes that it will submit or has submitted the
plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the plan.

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;

                  (ii) To reflect in the prospectus any facts or events
              arising after the effective date of the Registration Statement
              (or the most recent post-

                                       3
<PAGE>
 
              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 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 Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the Registration Statement.

              (2) That, for the purpose 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.

              (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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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) 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.

                                       4
<PAGE>
 
                                   SIGNATURES

          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 Torrance, State of California, on this 31st day of
January, 1996.

                            INTERNATIONAL TECHNOLOGY CORPORATION


                            By:  /s/ Robert B. Sheh
                                 --------------------------
                                 Robert B. Sheh
                                 President and Chief Executive Officer


                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert B. Sheh, Anthony J. DeLuca, Eric
Schwartz and each of them, as his or her true and lawful attorney-in-fact and
agent with full powers of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities to sign any or 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 attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, lawfully 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 below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
          Signature                         Title                      Date
-----------------------------   ------------------------------   ----------------
<S>                             <C>                              <C>
/s/ E. Martin Gibson              Chairman of the Board of       January 31, 1996
-----------------------------     Directors
E. Martin Gibson


/s/ Robert B. Sheh                Director, President and Chief  January 31, 1996
-----------------------------     Executive Officer
Robert B. Sheh


/s/ Donald S. Burns               Director                       January 31, 1996
-----------------------------
Donald S. Burns


/s/ Kirby L. Cramer               Director                       January 31, 1996
-----------------------------
Kirby L. Cramer
</TABLE> 

                                       5
<PAGE>
 
<TABLE>
<S>                             <C>                              <C>
/s/ Ralph S. Cunningham           Director                       January 31, 1996
-----------------------------
Ralph S. Cunningham


/s/ W. Scott Martin               Director                       January 31, 1996
-----------------------------
W. Scott Martin


/s/ James C. McGill               Director                       January 31, 1996
-----------------------------
James C. McGill


/s/ Henry E. Riggs                Director                       January 31, 1996
-----------------------------
Henry E. Riggs


/s/ Jack O. Vance                 Director                       January 31, 1996
-----------------------------
Jack O. Vance


/s/ Anthony J. DeLuca             Senior Vice President and      January 31, 1996
-----------------------------     Chief Financial Officer
Anthony J. DeLuca                 (Principal Financial Officer)


/s/ Philip H. Ockelmann           Vice President, Treasurer and   January 31, 1996
-----------------------------     Controller (Principal
Philip H. Ockelmann               Accounting Officer)
</TABLE>

                                       6
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit                                                            Sequentially
Number    Description                                             Numbered Page*
-------   -----------                                             --------------
<C>       <S>                                                     <C>
4.1       IT Corporation Retirement Plan (previously filed
          as Exhibit 10(iii)(4) to the Registrant's Annual
          Report on Form 10-K for the year ended March 31,
          1995 and incorporated herein by reference)


4.2       Amendment Number One to IT Corporation Retirement Plan,
          dated as of July 1, 1995.


4.3       Amendment Number Two to IT Corporation Retirement Plan,
          dated as of October 1, 1995.

23.1      Consent of Ernst & Young LLP.

24        Power of Attorney (included on pages 5 and 6 of this
          Registration Statement).

</TABLE>
-------
*  This information appears only in the manually signed copy of this
Registration Statement filed with the Securities and Exchange Commission.

                                       7
[{"type": "S-8", "sequence": "1", "description": "IT CORPORATION RETIREMENT PLAN", "secsgml_size_bytes": 17616}]
{"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": "333-00651", "film-number": "96510320"}, "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 February 2, 1996
                                          Registration Statement 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 issuer as specified in its charter)

           DELAWARE                                         33-0001212
   (State of incorporation)                              (I.R.S. Employer
                                                      Identification Number)
 
    23456 HAWTHORNE BOULEVARD
      TORRANCE, CALIFORNIA                                     90505
     (Address of Principal                                   (Zip Code)
       Executive Offices)

                         IT CORPORATION RETIREMENT PLAN
                            (Full title of the Plan)

                             MR. ANTHONY J. DeLUCA
               Senior Vice President and Chief Financial Officer
                      International Technology Corporation
                           23456 Hawthorne Boulevard
                          Torrance, California  90505
                    (Name and address of agent for service)

                                 (310) 378-9933
         (Telephone number, including area code, of agent for service)

                       ----------------------------------
                                With a copy to:
                             KAREN E. BERTERO, ESQ.
                            Gibson, Dunn & Crutcher
                             333 South Grand Avenue
                         Los Angeles, California 90071
                                 (213) 229-7000
--------------------------------------------------------------------------------------------------------------
                                     CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
                                               Proposed             Proposed Maximum
Title of Securities     Amount to be       Maximum Offering        Aggregate Offering          Amount of 
to be registered        Registered(1)      Price Per Share(2)           Price(2)           Registration Fee(2)
--------------------------------------------------------------------------------------------------------------
Common Stock,           
$1.00 par value         2,000,000 shares       $2.0625                  $4,125,000               $1,423
--------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
(2)  Price per share and aggregate offering price are estimated solely for
     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 January 30, 1996.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission are hereby incorporated in this Registration
Statement by reference:

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 31, 1995;

     (2)  The Registrant's Quarterly Reports on Form 10-Q for the quarters
          ended June 30, 1995 and September 30, 1995;

     (3)  The Registrant's Current Reports on Form 8-K dated May 2, 1995 and
          October 25, 1995; and

     (4)  The description of the 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) and 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all such 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 

                                       2
the indemnitee based on any act, omission or neglect or breach of duty (whether
occurring prior to or after the date of the Indemnity Agreements), 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 profit.

         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   IT Corporation Retirement Plan (previously filed as Exhibit
                10(iii)(4) to the Registrant's Annual Report on Form 10-K for
                the year ended March 31, 1995 and incorporated herein by
                reference).

          4.2   Amendment Number One to IT Corporation Retirement Plan, dated as
                of July 1, 1995.

          4.3   Amendment Number Two to IT Corporation Retirement Plan, dated as
                of October 1, 1995

          23.1  Consent of Ernst & Young LLP.

          24    Power of Attorney (included on pages 5 and 6 of this
                Registration Statement).

          The Registrant undertakes that it will submit or has submitted the
plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the plan.

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;

                  (ii) To reflect in the prospectus any facts or events
              arising after the effective date of the Registration Statement
              (or the most recent post-

                                       3
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 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 Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the Registration Statement.

              (2) That, for the purpose 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.

              (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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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) 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.

                                       4
SIGNATURES

          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 Torrance, State of California, on this 31st day of
January, 1996.

                            INTERNATIONAL TECHNOLOGY CORPORATION

                            By:  /s/ Robert B. Sheh
                                 --------------------------
                                 Robert B. Sheh
                                 President and Chief Executive Officer

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert B. Sheh, Anthony J. DeLuca, Eric
Schwartz and each of them, as his or her true and lawful attorney-in-fact and
agent with full powers of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities to sign any or 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 attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, lawfully 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 below by the following persons in the
capacities and on the dates indicated.
Signature                         Title                      Date
-----------------------------   ------------------------------   ----------------
/s/ E. Martin Gibson              Chairman of the Board of       January 31, 1996
-----------------------------     Directors
E. Martin Gibson

/s/ Robert B. Sheh                Director, President and Chief  January 31, 1996
-----------------------------     Executive Officer
Robert B. Sheh

/s/ Donald S. Burns               Director                       January 31, 1996
-----------------------------
Donald S. Burns

/s/ Kirby L. Cramer               Director                       January 31, 1996
-----------------------------
Kirby L. Cramer
5
/s/ Ralph S. Cunningham           Director                       January 31, 1996
-----------------------------
Ralph S. Cunningham

/s/ W. Scott Martin               Director                       January 31, 1996
-----------------------------
W. Scott Martin

/s/ James C. McGill               Director                       January 31, 1996
-----------------------------
James C. McGill

/s/ Henry E. Riggs                Director                       January 31, 1996
-----------------------------
Henry E. Riggs

/s/ Jack O. Vance                 Director                       January 31, 1996
-----------------------------
Jack O. Vance

/s/ Anthony J. DeLuca             Senior Vice President and      January 31, 1996
-----------------------------     Chief Financial Officer
Anthony J. DeLuca                 (Principal Financial Officer)

/s/ Philip H. Ockelmann           Vice President, Treasurer and   January 31, 1996
-----------------------------     Controller (Principal
Philip H. Ockelmann               Accounting Officer)
6
EXHIBIT INDEX
Exhibit                                                            Sequentially
Number    Description                                             Numbered Page*
-------   -----------                                             --------------
4.1       IT Corporation Retirement Plan (previously filed
          as Exhibit 10(iii)(4) to the Registrant's Annual
          Report on Form 10-K for the year ended March 31,
          1995 and incorporated herein by reference)

4.2       Amendment Number One to IT Corporation Retirement Plan,
          dated as of July 1, 1995.

4.3       Amendment Number Two to IT Corporation Retirement Plan,
          dated as of October 1, 1995.

23.1      Consent of Ernst & Young LLP.

24        Power of Attorney (included on pages 5 and 6 of this
          Registration Statement).
-------
*  This information appears only in the manually signed copy of this
Registration Statement filed with the Securities and Exchange Commission.

                                       7