UNITED STATES
 
 SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13
   OR 15(d) OF THE SECURITIES EXCHANGE
 
        ACT OF 1934

For quarter ended March 31,
   2000

OR

[   ] TRANSITION REPORT PURSUANT TO
   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 
        ACT OF 1934

For the transition period from
   to

Commission file number 1-9037

The IT Group, Inc.(Exact name of registrant as specified in its
   charter)

| | Delaware
   (State or other jurisdiction
   
   of incorporation or organization) |  | 33-0001212
   (I.R.S. Employer
   
   Identification No.) | 
| | --------------------------------------------------------------------------------- |  | --------------------------------------------------------- | 
| |                                                                                   | 
| | 2790 Mosside Boulevard, Monroeville, Pennsylvania
     15146-2792                 | 
| | (Address of principal executive
     offices)                                     |  | (Zip Code)                                                | 

Registrant's telephone number, including
   area code:(412) 372-7701

Indicate by check mark whether the registrant
   (1) has filed all reports required to be filed by Sections 13 or 15(d) of
   the Securities Exchange Act of 1934 during the preceding 12 months (or for
   such shorter period that the registrant was required to file such reports),
   and (2) has been subject to such filing requirements for the past 90 days.
   Yes ..X.. No ........

At May 5, 2000 the registrant had issued and
   outstanding an aggregate of 22,906,562 shares of its common stock.

THE IT GROUP, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q
 
 FOR QUARTER ENDED MARCH 31, 2000

|PART I.    FINANCIAL
     INFORMATION | Page   
|------------------------------------- | -------
|                                      |        
|                                      | Item 1.
|                                      |        
|                                      |        
|                                      |        
|                                      |        
|                                      |        
|                                      |        
|                                      |        
|                                      |        
|                                      |        
|                                      | Item 2.
|                                      |        
|                                      | Item 3.
|                                      |        
|PART II.    OTHER
     INFORMATION    |        
|                                      |        
|                                      | Item 1.
|                                      |        
|                                      | Item 6.
|                                      |        
|                                      |        
|                                      |        





PART I

Item 1.   Financial Statements

THE IT GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                   |  |                  
|------------------------------------------------------------------ |  | -----------------
|                                                                   |  | March 31,        
|                                                                   |  | 2000  (Unaudited)
|                                                                   |  |                  
|                                                                   |  |                  
|ASSETS                                                             |  | (In thousands)   
|Current assets:                                                    | 
|Cash and
     cash equivalents                                     |  | $      17,861    
|Receivables, net                                                   |  | 442,669          
|Prepaid
     expenses and other current assets                     |  | 37,319           
|Deferred
     income taxes                                         |  | 26,593           
|                                                                   |  |                  
|Total current assets                                               |  | 524,442          
|Property, plant and equipment, at cost:                            | 
|Land,
     buildings and improvements                              |  | 15,581           
|Machinery and
     equipment                                       |  | 108,933          
|                                                                   |  |                  
|                                                                   |  | 124,514          
|Less accumulated depreciation and amortization                     |  | 57,035           
|                                                                   |  |                  
|Net
     property, plant and equipment                             |  | 67,479           
|Cost in excess of net assets of acquired
     businesses           |  | 524,822          
|Other assets                                                       |  | 89,564           
|Deferred income taxes                                              |  | 94,181           
|                                                                   |  |                  
|Total assets                                                       |  | $ 1,300,488      
|                                                                   |  |                  
|                                                                   | 
|LIABILITIES AND STOCKHOLDERS
     EQUITY                          | 
|Current liabilities:                                               | 
|Accounts
     payable                                              |  | $    186,668     
|Accrued
     liabilities                                           |  | 101,737          
|Billings in
     excess of revenues                                |  | 15,910           
|Short-term debt,
     including current portion of long-term debt  |  | 21,706           
|                                                                   |  |                  
|Total current liabilities                                          |  | 326,021          
|                                                                  
|Long-term debt                                                     |  | 668,737          
|Other long-term accrued liabilities                                |  | 29,041           
|Minority interest                                                  |  | 1,889            
|Stockholders equity:                                              | 
|Preferred
     stock, $100 par value; 180,000 shares authorized:   | 
|7%
     cumulative convertible exchangeable, 20,556 shares issued  | 
|and outstanding, 24,000 shares
     authorized                     |  | 2,056            
|6%
     cumulative convertible participating, 46,095 shares issued | 
|and outstanding                                                    |  | 4,609            
|Common
     stock, $.01 par value; 50,000,000 shares authorized;   | 
|22,918,154 and 22,830,909 shares issued                            |  | 229              
|Treasury
     stock at cost, 11,592 and 61,222 shares              |  | (167             
|Additional
     paid-in capital                                    |  | 350,035          
|Deficit                                                            |  | (81,416          
|Accumulated
     other comprehensive income                        |  | (546             
|                                                                   |  |                  
|Total stockholders equity                                         |  | 274,800          
|                                                                   |  |                  
|Total liabilities and stockholders equity                         |  | $ 1,300,488      
|                                                                   |  |                  





See accompanying notes

THE IT GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF
   OPERATIONS

(In thousands, except per share data)

|                                                  |  |                          
|------------------------------------------------- |  | -------------------------
|                                                  |  | Fiscal quarter
     ended
|                                                  |  | March 31,                
|                                                  |  | 2000                     
|                                                  |  |                          
|                                                  |  | (Unaudited)              
|                                                  | 
|Revenues                                          |  | $ 317,145                
|Cost and expenses:                                | 
|Cost of
     revenues                             |  | 274,722                  
|Selling, general
     and administrative expenses |  | 18,498                   
|                                                  |  |                          
|Operating income                                  |  | 23,925                   
|                                                  |  |                          
|Interest expense, net                             |  | 16,055                   
|                                                  |  |                          
|Income before income taxes                        |  | 7,870                    
|Provision for income taxes                        |  | 3,030                    
|                                                  |  |                          
|Net income                                        |  | 4,840                    
|                                                  |  |                          
|Preferred stock dividends                         |  | (1,590                   
|                                                  |  |                          
|Net income applicable to common stock             |  | $     3,250              
|                                                  |  |                          
|Net income per common share basic                 |  | $       0.14             
|                                                  |  |                          
|Net income per common share diluted               |  | $       0.14             
|                                                  |  |                          
|Weighted average common shares outstanding:       |  |                          
|                                                  |  |                          
|Basic                                             |  | 22,881                   
|                                                  |  |                          
|Diluted                                           |  | 28,971                   

See accompanying notes

THE IT GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH
   FLOWS

(In thousands)

|                                                          |  |                      
|--------------------------------------------------------- |  | ---------------------
|                                                          |  | Fiscal quarter ended 
|                                                          |  | March 31,
   
   2000
|                                                          |  | (Unaudited)          
|                                                          | 
|Cash flows from operating
     activities:                | 
|Net
     income                                           |  | $   4,840            
|Adjustments
     to reconcile net income to net cash      | 
|used for
     operating activities:                       | 
|Depreciation and amortization                             |  | 8,658                
|Deferred income taxes                                     |  | 1,987                
|Other                                                     |  | 337                  
|Changes in
     assets and liabilities, net of effects    | 
|from
     acquisitions:                                   | 
|Changes in assets and liabilities                         |  | (38,881              
|Discontinued operations                                   |  | (4,337               
|                                                          |  |                      
|Net cash
     used for operating activities               |  | (27,396              
|Cash flows from investing
     activities:                | 
|Capital
     expenditures                                 |  | (6,162               
|Acquisition
     of businesses                            |  | (13,851              
|Other,
     net                                           |  | (3,892               
|                                                          |  |                      
|Net cash
     used for investing activities               |  | (23,905              
|Cash flows from financing
     activities:                | 
|Financing
     costs                                      |  | (3,339               
|Net
     borrowing of long-term debt                      |  | 44,562               
|Net
     issuance of common stock                         |  |                     
|Dividends
     paid on preferred stock                    |  | (1,590               
|                                                          |  |                      
|Net cash
     provided by financing activities            |  | 39,633               
|                                                          |  |                      
|Net increase (decrease) in cash and cash
     equivalents |  | (11,668              
|Cash and cash equivalents at beginning of
     period     |  | 29,529               
|                                                          |  |                      
|Cash and cash equivalents at end of period                |  | $ 17,861             
|                                                          |  |                      

See accompanying notes

THE IT GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)


1.Summary of significant accounting
   policies:

Basis of presentation and principles of
   consolidation

The condensed consolidated financial statements
   included herein have been prepared by The IT Group, Inc. (IT or the
   Company), without audit, and include all adjustments of a normal, recurring
   nature which are, in the opinion of management, necessary for a fair
   presentation of the results of operations for the fiscal quarter and year to
   date period ended March 31, 2000, pursuant to the rules of the Securities
   and Exchange Commission. The Company uses the equity method to account for
   certain joint ventures in which the Company does not have in excess of 50%
   of voting control. Certain information and footnote disclosures normally
   included in financial statements prepared in accordance with generally
   accepted accounting principles have been condensed or omitted pursuant to
   such rules and regulations although the Company believes that the
   disclosures in such financial statements are adequate to make the
   information presented not misleading.

These condensed consolidated financial statements
   should be read in conjunction with the Company's annual report on Form 10-K
   for the fiscal year ended December 31, 1999. The results of operations for
   the fiscal period ended March 31, 2000 are not necessarily indicative of the
   results for the full fiscal year. The December 31, 1999 balance sheet
   amounts were derived from audited financial statements.

Recent accounting pronouncements

In June of 1999, the Financial Accounting Standards
   Board (FASB) issued Statement No. 137, "Accounting for Derivative
   Instruments and Hedging ActivitiesDeferral of Effective Date of FASB
   Statement No. 133" which deferred for a one year period the required
   adoption of FASB Statement No. 133 to fiscal years beginning after June 15,
   2000. As a result, the Company intends to adopt FASB Statement No. 133 in
   the first fiscal quarter of the year 2001 although earlier adoption is
   permitted. The Company is required by its Credit Facilities to use swap
   agreements to manage the interest rate risks associated with the variable
   nature of a portion of borrowings under the Company's Credit Facilities.
   FASB Statement No. 133 requires these swap agreements to be recorded at fair
   market value and reflected in earnings. The Company has evaluated its
   existing interest rate contracts and management does not believe that the
   impact of adopting this new standard will be material to the Company's
   financial statements.

Contract accounting and accounts
   receivable

Included in accounts receivable, net at March 31, 2000
   are billed receivables, unbilled receivables and retention in the amounts of
   $359 million, $69 million and $15 million, respectively. Billed receivables,
   unbilled receivables and retention from the U.S. Government as of March 31,
   2000 were $191 million, $47 million and $4 million, respectively. At
   December 31, 1999, billed receivables, unbilled receivables and retention
   were $345 million, $67 million and $15 million, respectively. Billed
   receivables, unbilled receivables and retention from the U.S. Government as
   of December 31, 1999 were $171 million, $47 million and $4 million,
   respectively.

Unbilled receivables typically represent amounts earned
   under the Company's contracts but not yet billable according to the contract
   terms, which usually consider the passage of time, achievement of certain
   milestones, negotiation of change orders or completion of the project.
   Generally, unbilled receivables are expected to be billed and collected in
   the subsequent year. Billings in excess of revenues represent amounts billed
   in accordance with contract terms, which are in excess of the amounts
   includable in revenue.

Included in accounts receivable at March 31, 2000 is
   approximately $37 million associated with claims and unapproved change
   orders, which are believed by management to be probable of realization. Most
   of these claims and change orders are being negotiated or are in
   arbitration. This amount includes contract claims in litigation (see Item 1.
   Financial StatementsNotes to Condensed Consolidated Financial
   Statements, Note 6, "Contingencies"). While management believes no
   material loss will be incurred related to these claims and change orders,
   the actual amounts realized could be materially different than the amount
   recorded.



Changes in presentation of comparative financial
   statements

Certain amounts in the prior year financial statements
   were reclassified to conform with the presentation in the current
   period.

2.Business acquisitions:

EMCON

On June 15, 1999, the Company acquired all of the
   outstanding capital stock of EMCON, Inc. (EMCON) for approximately $62
   million plus $2 million in transaction costs. EMCON, based in San Mateo,
   California, was an environmental consulting, engineering, design,
   construction and related outsourced services firm serving primarily the
   private sector with a focus on the solid waste service market. For the
   twelve months ended December 31, 1998, EMCON had revenues of $151
   million.

The transaction was accounted for as a purchase in
   accordance with Accounting Principles Board (APB) Opinion No. 16,
   "Business Combinations". The excess of the purchase price over the
   fair value of assets acquired and liabilities assumed of $43 million is
   classified as cost in excess of net assets of acquired businesses and is
   being amortized over twenty five years. The EMCON purchase price allocation
   is preliminary and is based upon information currently available. Management
   is continuing to gather and evaluate information regarding the valuation of
   assets and liabilities at the date of the acquisition. Management does not
   anticipate material changes to the preliminary allocation.

The estimated fair value of the assets acquired and
   liabilities assumed of EMCON, as adjusted, are as follows:



|Description                                              | Amount        
|-------------------------------------------------------- | --------------
|                                                         | (In thousands)
|Current assets                                           | $44,601       
|Property and equipment                                   | 11,749        
|Cost in excess of net assets of acquired
     businesses | 43,467        
|Other long term assets                                   | 16,508        
|Current liabilities                                      | 39,989        
|Long term liabilities, primarily debt                    | 12,225        

As a result of the acquisition of EMCON, the Company
   has adopted a plan and commenced the process of closing specific overlapping
   facilities and reducing consolidated employment. The acquired balance sheet
   includes an accrual of $15 million for the estimated EMCON severance, office
   closure and lease termination costs of which $10 million has been paid
   through March 31, 2000. The balance of these costs will principally be paid
   over the next three years.

EFM Group

On April 9, 1999, the Company acquired specified assets
   of EFM Group (EFM) from ICF Kaiser International, Inc. (Kaiser) for $82
   million, representing $74 million in cash net of $8 million of working
   capital retained by Kaiser. EFM provides environmental remediation, program
   management and technical support for United States Government agencies
   including the Department of Defense, National Aeronautics and Space
   Administration and the Department of Energy, as well as private sector
   environmental clients. EFM had revenues of approximately $106 million for
   the calendar year ended December 31, 1998.

The transaction was accounted for as a purchase in
   accordance with APB Opinion No. 16. The EFM net assets acquired were $2
   million. The excess of the purchase price over the adjusted fair value of
   assets acquired and liabilities assumed of $92 million has been finalized at
   March 31, 2000, is classified as cost in excess of net assets of acquired
   businesses, and is being amortized over twenty five years.

Roche

On March 31, 1999, the Company acquired all of the
   outstanding capital stock of Roche Limited Consulting Services (Roche) for
   $10 million plus $1 million in transaction costs, and potential future
   earnout payments ranging from zero to $9 million. Roche is based in Quebec
   City, Canada and provides engineering and construction services to
   wastewater, paper, mining and transportation industries worldwide. Roche had
   revenues of approximately $28 million for the year ended December 31, 1998.

The transaction was accounted for as a purchase in
   accordance with APB Opinion No. 16. The excess of the purchase price over
   the fair value of assets acquired and liabilities assumed of $6 million has
   been finalized at March 31, 2000, and is classified as cost in excess of net
   assets of acquired businesses, and is being amortized over twenty years.

The estimated fair value of the assets acquired and
   liabilities assumed of Roche, as adjusted, are as follows:



|Description                                              | Amount        
|-------------------------------------------------------- | --------------
|                                                         | (In thousands)
|Current assets                                           | $11,670       
|Property and equipment                                   | 1,711         
|Cost in excess of net assets of acquired
     businesses | 5,673         
|Other long term assets                                   | 3,989         
|Current liabilities                                      | 12,289        
|Long term liabilities, primarily debt                    | 664           

Business Acquisition accruals

For the acquisitions of OHM, GTI, EFM and EMCON, the
   following table summarizes the activity of acquisition-related integration
   accruals for liabilities recognized in connection with purchase business
   combinations for the three months ended March 31, 2000.



|                                            |                                                 |          |           |                                 
|------------------------------------------- | ----------------------------------------------- | -------- | --------- | --------------------------------
|                                            | Three Months Ended March 31, 2000(in thousands)
|                                            | Reservebalanceat 12/31/99                       | Accruals | Payments  | Reserve
   
   balanceat 3/31/00
|Severance                                   | $   5,014                                       | $       | $ (2,814) | $   2,200                       
|Office closure, lease termination and other | 12,938                                          | 1,410    | (2,662)   | 11,686                          
|Total                                       | $ 17,952                                        | $ 1,410  | $ (5,476) | $ 13,886                        

3.Long-term debt:

On March 8, 2000, the Company obtained from its lenders
   under the credit facilities an additional $100 million, seven year term loan
   (Term C loan), which is payable in twelve semi-annual installments of $1.0
   million commencing September 2000, and four quarterly payments of $22
   million commencing in September 2006 through June 2007. The proceeds from
   the Term C loan were utilized to repay revolving credit facility loans
   outstanding without reducing availability under the Company's revolving
   credit facility. The Term C loan bears interest at variable rates, currently
   at LIBOR plus 3% per annum (or the Bank's base rate plus 2% per
   annum).

As amended, the Company's credit facilities consist of
   an eight-year amortizing term loan (Term B loan) of $228 million (currently
   $221 million outstanding), the Term C loan of $100 million, and a six-year
   revolving credit facility (revolving loans) of $185 million that contains a
   sublimit of $25 million for letter of credit issuance. The Term B loan made
   under the credit facilities bears interest at a rate equal to LIBOR plus
   2.75% as adjusted per annum (or the lender's base rate plus 1.75% per annum)
   and amortizes on a semi-annual basis in aggregate annual installments of
   $4.5 million until June, 2004, with the remainder payable in eight equal
   subsequent quarterly installments through June 2006. The revolving loans
   made under the credit facilities bear interest at a rate equal to LIBOR plus
   2.25% as adjusted per annum (or the lender's base rate plus 1.25% per
   annum). The interest rate spreads on the term loans and revolving loans are
   subject to one upward, and several downward adjustments, based upon the
   ratio of the Company's consolidated debt to consolidated earnings before
   interest, taxes, depreciation and amortization. Paydowns of the Company's
   revolving facility allow for subsequent re-borrowing under the
   facility.

On April 9, 1999, the Company issued $225 million of
   senior subordinated notes (Notes). The Company received $216 million in
   proceeds, net of expenses of $9 million. The Notes have an 11.25% fixed rate
   of interest payable every six months in cash commencing in 1999 and will be
   redeemable in or after 2004 at a premium. The Notes are general unsecured
   obligations of the Company, subordinated to the Company's credit facilities
   and other senior indebtedness and pari passu with other existing and future
   indebtedness unless the terms of that indebtedness expressly provide
   otherwise. The proceeds of the Notes were used to fund the Roche and EFM
   acquisitions and to refinance existing indebtedness under the Company's
   revolving credit facility.

Letters of credit outstanding at March 31, 2000 were $3
   million.The Company also has various miscellaneous outstanding
   notes payable and capital lease obligations totaling $14 million. These
   notes payable mature at various dates through 2003, at interest rates
   ranging from 6.9% to 9.5%.

4.Income taxes:

For the first quarter ended March 31, 2000, the Company
   recorded an income tax provision of $3 million, reflecting an income tax
   rate of approximately 38.5% on pretax income of $8 million which is based
   upon the estimated tax rate for the entire year.

Based on a net deferred tax asset of $119 million (net
   of a valuation allowance of $57 million) at March 31, 2000 and assuming a
   net federal and state effective tax rate of 38%, the level of future
   earnings necessary to fully realize the deferred tax asset would be
   approximately $313 million. The Company evaluates the adequacy of the
   valuation allowance and the realizability of the deferred tax asset on an
   ongoing basis. Because of the Company's position in the industry, recent
   acquisitions, and existing backlog, management expects that its future
   taxable income will more likely than not allow the Company to fully realize
   its net deferred tax asset.



The following table sets forth the
   computation of basic and diluted earnings per share:

|                             |                                                                        | For the three months ended            
|---------------------------- | ---------------------------------------------------------------------- | --------------------------------------
|                             |                                                                        | March 31,
   
   2000                 
|                             |                                                                        | (In thousands, except per share data) 
|Numerator:                   |                                                                        |                                       
|                             | Net income                                                             | $ 4,840                               
|                             | Preferred stock dividends                                              | (1,590                                
|                             |                                                                        |                                       
|                             | Numerator for basic earnings per
     sharenet income available to    |                                       
|                             |                                                                        | common stockholders                   
|                             |                                                                        |                                       
|                             | Effect of conversion of dilutive
     securities:                      |                                       
|                             |                                                                        | Preferred stock dividends             
|                             |                                                                        |                                       
|                             | Numerator for diluted earnings per
     sharenet income applicable to |                                       
|                             |                                                                        | common stock                          
|                             |                                                                        |                                       
|Denominator:                 |                                                                        |                                       
|                             | Denominator for basic earnings per
     shareweighted average shares  | 22,881                                
|                             | Effect of conversion of dilutive
     securities:                      |                                       
|                             |                                                                        | Common equivalent shares              
|                             |                                                                        | Convertible preferred stock           
|                             |                                                                        |                                       
|                             | Denominator for diluted earnings per
     shareadjusted weighted-     |                                       
|                             |                                                                        | average shares and assumed conversions
|                             |                                                                        |                                       
|Net income per share basic:  |                                                                        |                                       
|                             | Earnings (net of preferred stock dividends)                            | $ 0.14                                
|                             |                                                                        |                                       
|Net income per share diluted | $ 0.14                                                                 |                                       
|                             |                                                                        |                                       

6. Contingencies:

For information regarding legal proceedings of the Company's continuing
   operations, please see Note 8, "Commitments and contingencies" in the Notes
   to Consolidated Financial Statements in the Company's Annual Report on Form
   10-K for the fiscal year ended December 31, 1999; current developments
   regarding continuing operations' legal proceedings are discussed in Part II
   of this filing. See Item 1. Financial StatementsNotes to Condensed
   Consolidated Financial Statements, Note 8, "Discontinued Operations" for
   information regarding the legal proceedings of the discontinued operations
   of the Company.



7.Operating segments:

Organization

The IT Group, Inc. has four reportable segments:
   Engineering & Construction (E & C), Consulting & Technology (C
   & T), Outsourced Services and International. In 1999 in response to
   market conditions, the Company realigned its organizational structure,
   altering its four reportable segments and its internal segment reporting of
   indirect operating expenses and segment profit margin. Prior period segment
   information is presented on the new basis, which did not materially impact
   overall segment profit margins or comparability between the periods
   presented. The Engineering and Construction segment provides comprehensive
   environmental engineering and construction services to both government and
   commercial clients, and includes the Government Services, Energy and Nuclear
   Operations, Commercial Engineering and Construction and Solid Waste business
   lines. The Consulting & Technology segment provides a wide range of
   services in the areas of environmental health and safety compliance
   including Web-enabled knowledge management systems and training, risk and
   cost allocation determination, life-cycle planning, chemical product
   development and regulatory certification, due diligence and strategic
   environmental planning, and real estate restoration services. The Outsourced
   Services segment provides program/construction management, general
   contracting services, design/build construction, housing management,
   maintenance and renovation. The International segment provides comprehensive
   infrastructure and environmental management services to multi-national and
   foreign industries through controlled entities and joint ventures, with
   principal operations in Canada, Europe, Australia and Taiwan.

Segment Information

|                                                 | E & C          | C & T    | Outsourced
   Services | International | Total    
|------------------------------------------------ | -------------- | -------- | ---------------------- | ------------- | ---------
|                                                 | (In thousands)
|                                                 |                |          |                        |               |          
|Quarter ended March 31, 2000
   Revenues         | $ 250,889      | $ 17,669 | $ 28,397               | $ 20,190      | $ 317,145
|                                                 |                |          |                        |               |          
|Segment profit                                   | 30,763         | 3,476    | 2,502                  | 671           | 37,412   
|                                                 |                |          |                        |               |          
|Quarter ended March 26, 1999
   
       Revenues | $ 215,546      | $ 11,906 | $ 23,332               | $   7,190     | $ 257,974
|                                                 |                |          |                        |               |          
|Segment profit                                   | 25,644         | 1,503    | 1,766                  | 8             | 28,921   



|                                                           | Quarter ended    
|---------------------------------------------------------- | -----------------
|                                                           | March 31,
   2000
|                                                           |                  
|Total profit for reportable segments                       | $  37,412        
|Unallocated amounts:                                       |                  
|Corporate selling, general
     and administrative expense | (13,487)         
|Interest expense,
     net                                 | (16,055)         
|                                                           |                  
|Income before income taxes                                 | $    7,870       
|                                                           |                  



8.Discontinued operations:

Overview

In December 1987 the Company's Board of Directors
   adopted a strategic restructuring program which included a formal plan to
   divest the transportation, treatment and disposal operations through the
   sale of some facilities and closure of certain other facilities. At March
   31, 2000, the Company's condensed consolidated balance sheet included
   accrued liabilities of $9 million. The provision for loss on disposition of
   transportation, treatment and disposal discontinued operations is based on
   various assumptions and estimates. The adequacy of the provision for loss is
   periodically reevaluated in light of the developments since the adoption of
   the divestiture plan, and management believes that the provision as adjusted
   is reasonable; however, the ultimate effect of the divestiture on the
   consolidated financial condition, liquidity and results of operations of the
   Company is dependent upon future events, the outcome of which cannot be
   determined at this time. Outcomes significantly different from those used to
   estimate the provision for loss could result in a material adverse effect on
   the consolidated financial condition, liquidity and results of operations of
   the Company.

Northern California Facilities

As of March 31, 2000, three of the Company's inactive
   disposal sites have been formally closed and the fourth is in the process of
   closure. The Company maintains environmental insurance coverage which
   provides for reimbursement of post-closure costs up to the policy limits,
   which are in excess of the Company's post-closure cost estimates. The
   Company continues to perform the studies required by the approved closure
   plans for the fourth facility, and there were no significant developments
   with these sites during the quarter.

GBF Pittsburg site

With respect to the GBF Pittsburg landfill site near
   Antioch, California, in April 2000, as a result of settlement discussions
   regarding the proportionate share of responsibilities and remediation costs,
   the parties to the litigation (Members of the GBF/Pittsburg Landfill(s)
   Respondents Group,etc., et al, v. Contra Costa Waste Service,etc., et al.U.S.D.C., N.D. CA, Case No. C96-03147SI) made
   progress towards an agreement to settle all outstanding issues. Based upon
   this progress, the previously scheduled trial date of July 2000 was
   rescinded.

Other site cleanup actions

The Company was a major provider of hazardous waste
   transportation, treatment and disposal operations in California prior to the
   December 1987 adoption of its strategic restructuring program, and has been
   named a PRP at a number of other sites and may from time to time be so named
   at additional sites. During the quarter ended March 31, 2000, the Company
   was named as a PRP at the Casmilia Landfill in Santa Barbara County,
   California and at the West
 County Landfill in Richmond, California and may also face damage claims by
   third parties for alleged releases or discharges of contaminants or
   pollutants arising out of its transportation, treatment and disposal
   discontinued operations. The Company has either denied responsibility and/or
   is participating with others named by the USEPA and/or the California EPA,
   Department of Toxic Substance Control in conducting investigations as to the
   nature and extent of contamination at the sites. Based on the Company's
   experience in resolving claims against it at a number of sites and upon
   current information, in the opinion of management, with advice of counsel,
   claims with respect to the Casmalia and West County Landfills, and sites not
   described above at which the Company has been notified of its alleged status
   as a PRP, will not individually or in the aggregate result in a material
   adverse effect on the consolidated financial condition, liquidity and
   results of operations of the Company.

9.Financial information for subsidiary
   guarantors

The Company's payment obligations under the Notes are
   fully and unconditionally guaranteed on a joint and several basis by
   substantially all of the Company's wholly owned domestic subsidiaries. The
   Notes have not been guaranteed by the Company's captive insurance subsidiary
   nor any of the Company's foreign subsidiaries. The following summarized
   financial information presents separately the composition of the Guarantor
   Subsidiaries and Non-Guarantor Subsidiaries. Separate complete financial
   statements of the respective Guarantor Subsidiaries are not presented
   because management has determined that they would not provide additional
   material information that would be useful in assessing the financial
   composition of the guarantors and non-guarantors. The principal elimination
   entries eliminate investments in subsidiaries and intercompany balances and
   transactions.

Summarized Condensed Financial InformationThree Months Ended March 31, 2000



|                                                                | Parent    | Guarantor Subsidiaries | Non-GuarantorSubsidiaries | Eliminations        | Consolidated
|--------------------------------------------------------------- | --------- | ---------------------- | ------------------------- | ------------------- | ------------
|                                                                |           |                        | (In thousands)            |                     |             
|Current assets                                                  | $        | $   492,506            | $ 31,509                  | $
              427 | $ 524,442   
|Non current assets                                              | 19,189    | 1,215,385              | 41,290                    | (499,818)           | 776,046     
|Current liabilities                                             | 17,167    | 284,473                | 29,268                    | (4,887)             | 326,021     
|Revenues                                                        |          | 299,861                | 17,379                    | (95)                | 317,145     
|Gross margin                                                    |          | 41,278                 | 1,240                     | (95)                | 42,423      
|Net income (loss)                                               | (5,181)   | 9,857                  | 488                       | (324)               | 4,840       
|Net cash provided by (used in)
   
       operating activities  | 9,392     | (39,725)               | 4,623                     | (1,686)             | (27,396)    
|Net cash provided by (used in)
   
        investing activities | 260       | (22,826)               | 1,092                     | (2,431)             | (23,905)    
|Net cash provided by (used in)
   
        financing activities | 98,000    | (58,922)               | 596                       | (41)                | 39,633      

Summarized Condensed Financial InformationThree Months Ended March 26, 1999



|                                                                | Parent    | Guarantor Subsidiaries | Non-GuarantorSubsidiaries | Eliminations         | Consolidated
|--------------------------------------------------------------- | --------- | ---------------------- | ------------------------- | -------------------- | ------------
|                                                                |           |                        | (In thousands)            |                      |             
|Current assets                                                  | $        | $ 383,336              | $ 17,612                  | $           
     64 | $ 401,012   
|Non current assets                                              | 12,352    | 958,926                | 9,826                     | (426,058)            | 555,046     
|Current liabilities                                             | 1,541     | 245,588                | 17,044                    | (4,063)              | 260,110     
|Revenues                                                        |          | 250,816                | 7,158                     |                     | 257,974     
|Gross margin                                                    |          | 33,131                 | 166                       |                     | 33,297      
|Net income (loss)                                               | (849)     | 6,587                  | 189                       | (144)                | 5,783       
|Net cash provided by (used in)
   
       operating activities  | (586)     | (389)                  | (2,214)                   | 2,212                | (977)       
|Net cash provided by (used in)
   
        investing activities | 122       | (214,688)              | (21,479)                  | 221,054              | (14,991)    
|Net cash provided by (used in)
   
        financing activities |          | 19,754                 | 48                        | 130                  | 19,932      

10.Subsequent events:

On May 9, 2000, the Company acquired all the stock of
   W&H Pacific for $10 million plus up to $8 million in potential earnout
   payments through 2002. The acquisition will be accounted for as a purchase
   in accordance with APB Opinion No. 16. W&H Pacific is an engineering and
   design firm serving the telecommunications, transportation, and land
   development markets, and has annual revenues of approximately $35
   million.

Item 2. Management's Discussion and Analysis of
   Results
 of Operations and Financial Condition.



THE IT GROUP, INC.

FOR QUARTER ENDED MARCH 31, 2000

RESULTS OF OPERATIONS

Overview

We are a leading provider of diversified, value-added
   services in the areas of consulting, engineering, construction, remediation,
   and facilities management. Through our diverse group of highly specialized
   companies, clients can take advantage of a single, fully integrated delivery
   system and our extensive expertise. We have a strong reputation for both the
   high quality of our work and the breadth of the services we provide.

During 1999, in response to market conditions, we
   realigned our operating structure. We now operate seven principal business
   lines in a market/client focused structure, which comprise Government
   Services, Energy and Nuclear Operations (ENO), Commercial Engineering and
   Construction (CEC), Solid Waste, Consulting and Technology, Outsourced
   Services, and International. These business lines comprise four reportable
   segments of Engineering & Construction, Consulting & Technology,
   Outsourced Services, and International. The Engineering and Construction
   segment provides comprehensive environmental engineering and construction
   services to both government and commercial clients, and includes the
   Government Services, ENO, CEC and Solid Waste business lines. The Consulting
   & Technology segment provides a wide range of services in the areas of
   environmental health and safety compliance including Web-enabled knowledge
   management systems and training, risk and cost allocation determination,
   life-cycle planning, chemical product development and regulatory
   certification, due diligence, strategic environmental planning, and real
   estate restoration services. The Outsourced Services segment provides
   program/construction management, general contracting services, design/build
   construction, housing management, maintenance and renovation. The
   International segment provides comprehensive infrastructure and
   environmental management services to foreign-based clients through
   controlled entities and joint ventures, with principal operations in Canada,
   Europe, Australia and Taiwan.

In the course of providing our services, we routinely
   subcontract services. These subcontractor costs are passed through to
   clients and, in accordance with industry practice, are included in our
   revenue. Our cost of revenue includes subcontractor costs, salaries, direct
   and indirect overhead costs such as rents, utilities and travel directly
   attributable to projects. Our selling, general and administrative expenses
   are comprised primarily of costs related to the executive offices, corporate
   accounting, information technology, marketing and bid and proposal costs.
   These costs are generally unrelated to specific client projects. In
   addition, we include in selling, general and administrative expenses
   amortization of intangible assets such as goodwill resulting from
   acquisitions.

Revenues and Gross Margins

Company. Revenues for the three months ended
   March 31, 2000 increased $59 million or 22.9% to $317 million, compared to
   revenues of $258 million reported in the three months ended March 26, 1999.
   This increase in revenues is primarily attributable to the acquisitions of
   EMCON, Inc., the Environment and Facilities Management Group of ICF Kaiser,
   Inc. (EFM), and Roche Limited Consulting Services (Roche). Our revenues are
   generally lowest in the first quarter of the year based upon the seasonality
   of field construction activity.

Our gross margin for the quarter ended March 31, 2000
   was 13.4% of revenues, an increase from 12.9% of revenues reported in the
   quarter ended March 26, 1999. Our ability to maintain or improve our gross
   margin levels is heavily dependent on various factors including utilization
   of professional staff, proper execution of projects, successful bidding of
   new contracts at adequate margin levels and continued realization of
   overhead savings achieved upon the complete integration of recent
   acquisitions.

A significant percentage of our revenues continue to be
   earned from more than 100 federal government contracts with various federal
   agencies ranging in length from one to ten years. Federal government
   revenues are derived principally from work performed for the Department of
   Defense (DOD) and, to a lesser extent, the Department of Energy (DOE).
   Revenues from federal government contracts accounted for approximately 50%
   of our consolidated revenues in the three months ended March 31, 2000 and
   approximately 60% in the three months ended March 26, 1999. This percentage
   decrease is primarily attributable due to the acquisitions of EMCON and
   Roche, and the overall growth in the commercial portion of the business. We
   serve 1,500 commercial clients on projects which range in length from one
   month to more than one year.

Engineering & Construction. Revenues from
   the Engineering & Construction segment increased $35 million, or 16.4%,
   to $251 million for the three months ended March 31, 2000. Our
   Engineering & Construction segment includes revenues performed for the
   DOD, the DOE, other governmental agencies, and commercial clients by our
   Government Services, ENO, CEC, and Solid Waste business lines, which draw
   personnel, equipment, and other project resource requirements from our
   national shared services organization. The revenue increase was the result
   of growth in the commercial portion of the segment, primarily as a result of
   the EMCON and EFM acquisitions. U.S. Government revenue levels were
   unchanged as projects and programs completed in 1999 were replaced with
   revenue earned from programs purchased as part of the EFM
   acquisition.

Our Engineering & Construction segment profit
   margin was $31 million, or 12.3% of segment revenues, for the three months
   ended March 31, 2000, compared to $26 million, or 11.9% of segment revenues,
   for the three months ended March 26, 1999. Segment profit margin represents
   revenues, less cost of revenues and selling general and administrative
   expenses (excluding goodwill) directly attributable to operations.

We expect to continue to earn a substantial portion of
   our Engineering & Construction segment revenues from DOD indefinite
   delivery order contracts, which are primarily related to remedial action
   work. In addition, we expect to increase our revenues from the DOE in future
   years due to an expected transition by the DOE over the next several years
   to emphasize remediation, as opposed to studies, combined with our favorable
   experience in winning and executing similar work for the DOD, however,
   recent bidding results on new DOE contract awards have been impacted by
   significant price competition, which will affect our DOE revenue growth from
   new awards in the near term.

Revenue growth from the commercial sector is expected
   to be directly related to the desire on the part of our clients for an
   integrated, proactive approach to environmental issues that are driven by
   economic, as opposed to regulatory, concerns. To address this trend in
   industry spending, we have undertaken a strategy of expanding through
   acquisitions our integrated environmental service capabilities to provide
   additional proactive and cost-effective environmental solutions based on
   economic rather than regulatory considerations. In addition, we have
   realigned our organizational resources to address these market demands.

Consulting & Technology.Revenues from our
   Consulting & Technology (C & T) segment increased $6 million, or
   48.4%, to $18 million for the three months ended March 31, 2000. Most of the
   revenues in C&T are derived from commercial clients, and increased due
   to growth in environmental health and safety and environmental information
   management services, and the EFM and EMCON acquisitions.

Our C&T segment profit margin was $3.5 million, or
   19.7% of revenues in the three months ended March 31, 2000, compared to $1.5
   million, or 12.6% of segment revenues for the three months ended March 26,
   1999. The increase in profit margin is primarily attributable to revenue
   growth and operating efficiencies put in place last year.

Outsourced Services.Outsourced Services
   revenues increased $5 million, or 21.7%, to $28 million in the three months
   ended March 31, 2000. The increases in revenues are primarily due to
   increased contract volume at our Beneco subsidiary. Beneco specializes in
   program/construction management, general contracting services, design/build
   construction, housing management, maintenance and renovation to the DOD as
   well as state and local government agencies.

Our Outsourced Services segment profit margin was $2.5
   million, or 8.8% of revenues for the three months ended March 31, 2000,
   compared to $1.8 million, or 7.6% of segment revenues for the three months
   ended March 26, 1999. Margins at our Beneco subsidiary decreased slightly
   due to a shift in contract mix to larger, longer term contracts that have
   lower overall profit margins. This margin decrease was more than offset by
   projects and capabilities obtained with our EFM acquisition which provides
   similar services for NASA and other government agencies.

International.International revenues increased
   $13 million, or 181%, to $20 million in the three months ended March 31,
   2000. The increase is the result of the Roche acquisition on March 31, 1999,
   and also due to growth in our operations in Australia.

Our International segment profit margin was $0.7
   million, or 3.3% of revenues for the three months ended March 31, 2000,
   compared to zero profit margin for the three months ended March 26, 1999.
   The segment profit margin improvement is primarily due to the Roche
   acquisition and our Australia operations.

Backlog. Our total funded and unfunded backlog
   at March 31, 2000 was approximately $4.3 billion, including $0.6 billion
   relating to our share of joint venture backlog. We expect to earn revenues
   from our backlog primarily over the next one to five years, and
   approximately 85% of the backlog consists of federal government contracts
   many of which are subject to annual funding and definition of project scope.
   Further, approximately 80% is expected to be charged to our clients on a
   cost-reimbursable basis. The backlog at March 31, 2000 includes $2.7 billion
   of future work we estimate we will receive (based on historical experience)
   under existing indefinite delivery order programs. Additionally, many of our
   commercial contracts renew automatically and are typically not part of our
   backlog. In accordance with industry practices, substantially all of our
   contracts are subject to cancellation, delay or modification by the
   customer.

Our backlog at any given time is subject to changes in
   scope of services which may lead to increases or decreases in backlog
   amounts. These scope changes have led to a number of contract claims
   requiring negotiations with clients in the ordinary course of business. (See
   Item 1. Financial StatementsNotes to Condensed Consolidated Financial
   StatementsNote 1, "Summary of significant accounting
   policiesContract accounting and accounts receivable".)

Selling, General and Administrative
   Expenses

Selling, general and administrative expenses were 5.8%
   of revenues for the three months ended March 31, 2000 compared to 5.7% of
   revenues in the three months ended March 26, 1999. Selling, general and
   administrative expenses include goodwill amortization expense of $4.6
   million for the three months ended March 31, 2000 and $2.6 million for the
   three months ended March 26, 1999. The significant increase to goodwill
   amortization is primarily due to the EFM, Roche and EMCON acquisitions.
   Selling, general and administrative expenses excluding goodwill were 4.4% of
   revenues for the three months ended March 31, 2000 and 4.7% of revenues for
   the three months ended March 26, 1999. The decrease in selling general and
   administrative expenses excluding goodwill as a percentage of revenues for
   the periods noted is primarily attributable to scale economics driven by
   acquisition-related revenue growth combined with proportionally smaller
   increases in selling, general and administrative expenses.

Interest, Net

Net interest expense represented 5.1% of revenues in
   the quarter ended March 31, 2000 and 3.4% for the quarter ended March 26,
   1999. This increase in the net interest expense is due principally to the
   increased level of debt required to finance the EFM, Roche and EMCON
   acquisitions, and increased working capital requirements.

Income Taxes

The provision for income tax was calculated utilizing
   an effective tax rate of approximately 38.5% of pretax income for the three
   months ended March 31, 2000. The provision for income taxes for the three
   months ended March 26, 1999 was calculated utilizing a 40% effective rate on
   pretax income. See Item 1. Financial StatementsNotes to Condensed
   Consolidated Financial Statements, Note 4.

Dividends

Our reported dividends for the first quarter ended
   March 31, 2000 and March 26, 1999 were $1.6 million for each quarter, and
   included $0.9 million for the 7% cumulative convertible exchangeable
   preferred stock, and $0.7 million for the 6% cumulative convertible
   participating preferred stock.

THE IT GROUP, INC.

FINANCIAL CONDITION

Working capital at March 31, 2000 increased $40
   million, or 25%, to $198 million at March 31, 2000 from $158 million at
   December 31, 1999. The current ratio at March 31, 2000 was 1.61:1 which
   compares to 1.44:1 at December 31, 1999.

Cash used by operating activities, which includes cash
   outflows related to discontinued operations, for the three months ended
   March 31, 2000 totaled $27 million compared to $1 million used by operating
   activities in the corresponding period of last year primarily due to an
   increase in working capital resulting from the timing of client and vendor
   payment cycles. On March 8, 2000, we obtained from our lenders under the
   credit facilities an additional $100 million, seven year term loan (Term C
   loan) without reducing the revolving portion of the credit facility. The
   Term C loan proceeds were used to repay existing revolving credit facility
   borrowings, a portion of which were subsequently re-borrowed to fund working
   capital requirements. The new loan bears interest at variable rates,
   currently LIBOR plus 3% per annum (or the Bank's base rate plus 2% per
   annum) and is payable starting in September 2000 in twelve semi-annual
   installments of $1.0 million followed by four quarterly payments of $22
   million, with the final payment due June 2007.

Cash used for investing activities was $24 million for
   the three months ended March 31, 2000, compared to $15 million for the three
   months ended March 26, 1999. Cash used for the acquisition of businesses was
   $14 million and $10 million for the three months ended March 31, 2000 and
   the three months ended March 26, 1999, respectively. Fiscal 2000 payments
   included $12 million of acquisition related liabilities and $2 million in
   contingent consideration relating to previously acquired businesses. Fiscal
   1999 payments include $8 million of acquisition related liabilities and $2
   million in contingent consideration. Capital expenditures of $6 million for
   the three months ended March 31, 2000 were approximately $3 million greater
   than the prior fiscal year period, principally due to the prior year's
   acquisitions, and information technology enhancements.

Long-term debt of $669 million at March 31, 2000
   increased from $622 million at December 31, 1999. The ratio of total debt,
   including current portion, to equity was 2.51:1 at March 31, 2000 and was
   2.38:1 at December 31, 1999. The March 8, 2000, $100 million Term C loan
   financing resulted in net proceeds of $97 million. The revised debt
   structure with the addition of the Term C loan improved our ability to meet
   seasonal and overall working capital requirements, which have increased as a
   result of the acquisitions completed in 1999.

Based on our current level of operations, we believe
   our cash flow, available cash and available borrowings under our credit
   facilities will be adequate to meet our future liquidity needs, excluding
   major acquisitions, for the next twelve months. We continue to have
   significant cash requirements including the service on our indebtedness.
   Meeting the requirements of our debt agreements may from time to time affect
   our ability to balance operational and other cash requirements. We are
   continuing with our ongoing efforts to identify diversifying acquisition
   candidates and, simultaneously, required capital sources.

SPECIAL NOTE REGARDING FORWARD-LOOKING
   STATEMENTS

Statements of our intentions, beliefs, expectations or
   predictions for the future, denoted by the words "anticipate,"
   "believe," "estimate," "expect,"
   "project," "imply," "intend,"
   "foresee" and similar expressions are forward-looking statements
   that reflect our current views about future events and are subject to risks,
   uncertainties and assumptions. These risks, uncertainties and assumptions
   include the following:

·changes in laws or regulations affecting our
   operations, as well as competitive factors and pricing pressures,

·bidding opportunities and successes,

·project results, including success in pursuing claims
   and change orders,

·management of our cash resources, particularly in
   light of our substantial leverage,

·funding of our backlog,

·matters affecting contracting and engineering
   businesses generally, such as the seasonality of work, the impact of weather
   and clients' timing of projects,

·our ability to generate a sufficient level of future
   earnings to utilize our deferred tax assets,

·the ultimate closure costs and post-closure costs of
   our discontinued operations,

·the success of our acquisition strategy, including the
   effects of the integration of our recent acquisitions and any future
   acquisitions, and achievement of expected cost savings and other synergies
   from these acquisitions,

·industry-wide market factors and other general
   economic and business conditions.

Our actual results could differ materially from those
   projected in these forward-looking statements as a result of these factors,
   many of which are beyond our control.

Item 3. Quantitative and Qualitative Disclosures about
   Market Risk

There were no material changes in the our exposure to
   market risk from December 31, 1999.

PART II

THE IT GROUP, INC.

Item 1. Legal Proceedings.

The continuing operations litigation to which the
   Company is a party is more fully discussed in Note 9, "Commitments and
   Contingencies" in the Notes to Consolidated Financial Statements in the
   Company's Annual Report on Form 10-K for the fiscal year ended December 31,
   1999. See also Item 1Notes to Condensed Consolidated Financial
   Statements, Note 8, "Discontinued Operations" for information
   regarding litigation related to the discontinued operations of the Company.
   Except as noted, there have been no material changes in any of the Company's
   legal proceedings since the date of the Company's Annual Report on Form
   10-K.

Occidental Chemical Litigation

On March 24, 2000 the U.S. District Court for the
   Western District of New York issued an order in the Occidental Chemical
   Corporation v. OHM Remediation Services Corp.litigation (U.S.D.C.,
   W.D.N.Y., Case No. 94-0955(H)). The court granted OHM's motion for partial
   summary judgment against Occidental in connection with Occidental's claim
   against OHM of $9.2 million, and dismissed all of Occidental's claims
   against OHM. The court also granted a portion of Occidental's motion for
   partial summary judgment against OHM, and dismissed all but two of OHM's
   claims against Occidental, leaving OHM with claims of approximately $1.7
   million. Occidental has filed a motion for reconsideration of the court's
   ruling and appeals are expected of any judgment.

THE IT GROUP, INC.

Item 6.   Exhibits and Reports on Form 8-K.

|(a)Exhibits. These exhibits are numbered in accordance
     with the Exhibit Table of Item 601 of Regulation S-K.
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|(b)Reports on Form 8-K                                                                                           
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THE IT GROUP, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange
   Act of 1934, the Registrant has duly caused this report to be signed on its
   behalf by the undersigned thereunto duly authorized.

THE IT GROUP, INC.(Registrant)

|/s/ ANTHONY J. DELUCA
   Anthony J. DeLucaPresident and Chief Executive Officerand Duly Authorized Officer                                     |  | May 15, 2000
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|                                                                                                                                               |  |             
|                                                                                                                                               |  |             
|                                                                                                                                               |  |             
|/s/ HARRY J. SOOSE, JR. Harry J. Soose, Jr.
   
     Senior Vice President, Chief Financial Officer and
   
       Principal Financial Officer |  | May 15, 2000
|                                                                                                                                               |  |             
|                                                                                                                                               |  |             
|                                                                                                                                               |  |             
|/s/ JAMES J. PIERSON James J. Pierson
   
     Vice President, Finance and
   
       Principal Accounting Officer                             |  | May 15, 2000