SECURITIES AND EXCHANGE COMMISSION
                      Washington, 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 September 27, 1996

                                OR

  TRANSACTION 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   
                          ------

               International Technology Corporation
      (Exact name of registrant as specified in its charter)
             Delaware                                33-0001212
   (State or other jurisdiction of               (I.R.S. Employer
  incorporation or organization)                 Identification No.)

      23456 Hawthorne Boulevard, Torrance, California 90505
(Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code:   (310) 378-9933

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 October  31, 1996 the registrant had issued and outstanding an
aggregate of 36,250,511 shares of its common stock.

                                1
<PAGE>

               INTERNATIONAL TECHNOLOGY CORPORATION

              INDEX TO QUARTERLY REPORT ON FORM 10-Q
               FOR QUARTER ENDED SEPTEMBER 27, 1996



PART I.   FINANCIAL INFORMATION
                                                                     Page
                                                                     ----
 Item 1.   Financial Statements.

           Condensed Consolidated Balance Sheets
           as of September 27, 1996 (unaudited) and
           March 29, 1996.                                             3

           Condensed Consolidated Statements of Operations
           for the Fiscal Quarter and Two Fiscal Quarters ended 
           September 27, 1996 and September 29, 1995 (unaudited).      4
           
           Condensed Consolidated Statements of Cash Flows
           for the Two Fiscal Quarters ended September 27, 1996
           and September 29, 1995 (unaudited).                         5

           Notes to Condensed Consolidated Financial 
           Statements (unaudited).                                   6-8

 Item 2.   Management's Discussion and Analysis of
           Results of Operations and Financial Condition.           9-17


PART II.   OTHER INFORMATION

 Item 1.   Legal Proceedings.                                         18

 Item 6.   Exhibits and Reports on Form 8-K.                          19

           Signatures.                                                21

                                2

<PAGE>

                              PART I

Item 1.   Financial Statements.

               INTERNATIONAL TECHNOLOGY CORPORATION

              CONDENSED CONSOLIDATED BALANCE SHEETS

                                                September 27,   March 29,
                                                    1996          1996 
                                                ------------    --------- 
                                                 (Unaudited)
                                                      (In thousands)
                              ASSETS
Current assets:
  Cash and cash equivalents                       $ 29,976       $ 24,493
  Receivables, net                                 110,615        126,832
  Prepaid expenses and other current assets          3,857          4,315
  Deferred income taxes                             12,149         12,149
                                                   -------        -------
     Total current assets                          156,597        167,789
Property, plant and equipment, at cost:
  Land and land improvements                         1,330          1,783
  Buildings and leasehold improvements               9,690         10,961
  Machinery and equipment                          142,386        144,218
                                                   -------        -------
                                                   153,406        156,962
     Less accumulated depreciation and 
       amortization                                105,604        101,201 
                                                   -------        -------
       Net property, plant and equipment            47,802         55,761
Investment in Quanterra                             13,925         12,975
Other assets                                        44,083         37,084
Long-term assets of discontinued operations         40,048         41,705
                                                   -------        -------
  Total assets                                    $302,455       $315,314
                                                   =======        =======

               LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                $ 31,186       $ 27,091
  Accrued liabilities                               35,221         32,157
  Billings in excess of revenues                       546          2,044
  Short-term debt, including current portion of 
    long-term debt                                     232             97
  Net current liabilities of discontinued 
    operations                                      17,528         17,226
                                                   -------        -------
     Total current liabilities                      84,713         78,615
Long-term debt                                      65,392         65,611
Long-term accrued liabilities of discontinued 
  operations                                        17,069         24,771
Other long-term accrued liabilities                  6,806          5,452
Commitments and contingencies
Stockholders' equity:
  Preferred stock, $100 par value; 180,000 
    shares authorized; 24,000 shares issued 
    and outstanding                                  2,400          2,400
  Common stock, $1 par value; 100,000,000 shares 
    authorized; 36,252,130 and 36,598,207 shares 
    issued and outstanding, respectively            36,252         36,598
  Treasury stock, at cost (27,811 shares)              (84)           (84) 
  Additional paid-in capital                       170,445        169,958
  Deficit                                          (80,538)       (68,007)
                                                   -------        -------
     Total stockholders' equity                    128,475        140,865
                                                   -------        -------
  Total liabilities and stockholders' equity      $302,455       $315,314
                                                   =======        ======= 
   
                     See accompanying notes.

                                3
<PAGE>
               INTERNATIONAL TECHNOLOGY CORPORATION

         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              (In thousands, except per share data)
<TABLE>
<CAPTION>


                                     Fiscal quarter ended       Two fiscal quarters ended     
                                 ---------------------------   ---------------------------
                                 September 27,  September 29,  September 27, September 29,
                                     1996           1995           1996           1995                            
                                 -------------  ------------   -------------  ------------
                                                (Unaudited)

<S>                                <C>            <C>            <C>            <C>
Revenues                           $ 92,490       $106,259       $173,906       $206,551
Cost and expenses:
   Cost of revenues                  83,351         91,085        156,988        174,433
   Selling, general and 
     administrative expenses          8,633         10,016         17,713         20,039
   Restructuring charge               8,403              -          8,403              -
                                    -------        -------        -------        -------
Operating income (loss)              (7,897)         5,158         (9,198)        12,079
Equity in net loss of Quanterra           -           (866)             -         (1,821)
Other income                              -          1,090              -          1,090
Interest, net                        (1,303)        (1,652)        (2,659)        (3,643)
                                    -------        -------        -------        -------
Income (loss) before income taxes    (9,200)         3,730        (11,857)         7,705
(Provision) benefit for 
  income taxes                          310         (1,375)         1,426         (3,005)
                                    -------        -------        -------        -------
Net income (loss)                    (8,890)         2,355        (10,431)         4,700
Less preferred stock dividends       (1,050)        (1,050)        (2,100)        (2,100)
                                    -------        -------        -------        -------
Net income (loss) applicable 
  to common stock                  $ (9,940)      $  1,305       $(12,531)      $  2,600
                                    =======        =======        =======        =======
Net income (loss) per share        $   (.27)      $    .04       $   (.34)      $    .07
                                    =======        =======        =======        =======  
</TABLE>

                         See accompanying notes.

                                  4
<PAGE>
               INTERNATIONAL TECHNOLOGY CORPORATION

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (In thousands)


                                            Two fiscal quarters ended    
                                          ------------------------------
                                           September 27,    September 29,
                                               1996             1995     
                                          -------------   -------------
                                                    (Unaudited)
Cash flows from operating activities:
  Net income (loss)                              $(10,431)       $  4,700
  Adjustments to reconcile net income 
    (loss) to net cash provided by operating 
    activities:
      Equity in net loss of Quanterra                   -           1,821
      Gain from Motco settlement                        -          (9,090)
      Writedown of equipment                            -           8,000
      Depreciation and amortization                 7,868           6,814
      Deferred income taxes                        (1,644)          2,145
  Changes in assets and liabilities, net of 
    effects from acquisitions and dispositions 
    of businesses:
      Decrease (increase) in receivables, net      16,217          (1,302)
      Decrease in prepaid expenses and other 
        current assets                                458             742
      Increase in accounts payable                  4,095           3,298
      Increase (decrease) in accrued liabilities    3,064          (4,870)
      Decrease in billings in excess of revenues   (1,498)           (665)
      Increase (decrease) in other long-term 
        accrued liabilities                         1,354            (231)
                                                  -------         -------
  Net cash provided by operating activities        19,483          11,362
Cash flows from investing activities:
  Proceeds from Motco settlement                        -          41,100
  Capital expenditures                             (1,584)         (3,073)
  Investment in Quanterra                            (950)              -
  Restricted cash                                  (4,187)              -
  Other, net                                          628          (1,623)
  Investment activities of discontinued 
    operations                                     (5,743)         (5,854)
                                                  -------         -------
  Net cash (used for) provided by investing 
    activities                                    (11,836)         30,550
Cash flows from financing activities:
  Repayments of long-term borrowings                  (84)        (60,520)
  Long-term borrowings                                  -          29,500
  Dividends paid on preferred stock                (2,100)         (2,100)
  Repurchases of common stock                           -            (740)
  Issuances of common stock                            20             838
                                                  -------         -------
  Net cash used for financing activities           (2,164)        (33,022)
                                                  -------         -------
Net increase in cash and cash equivalents           5,483           8,890
Cash and cash equivalents at beginning of period   24,493           6,547
                                                  -------         -------
Cash and cash equivalents at end of period       $ 29,976        $ 15,437
                                                  =======         =======
                     See accompanying notes.


                               5
<PAGE>
               INTERNATIONAL TECHNOLOGY CORPORATION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)

1.   The condensed consolidated financial statements included herein have
     been prepared by International Technology Corporation (Company or
     IT), 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 two fiscal quarters ended September 27, 1996, pursuant to
     the rules of the Securities and Exchange Commission.  The Company's
     fiscal year includes four thirteen-week fiscal quarters with the
     fourth quarter ending on the last Friday in March.  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 March 29, 1996.  The results of operations for the
     fiscal periods ended September 27, 1996 are not necessarily 
     indicative of the results for the full fiscal year.

2.   For the two fiscal quarters ended September 27, 1996, the Company had
     an effective income tax benefit rate of 12.0%.  The related income
     tax benefit from the pre-tax loss for the current two fiscal quarters
     is net of a $3,168,000 tax charge reflected in the second quarter
     resulting from the increase in IT's deferred tax valuation allowance
     based on the Company's assessment of the uncertainty as to when it
     will generate a sufficient level of future earnings to realize the
     deferred tax asset created by the second quarter restructuring charge
     (see Note 4).  If the above tax charge had not been reflected in the
     second quarter, the Company's effective income tax rate would have
     been 38%, which exceeds the 34% federal statutory rate primarily due
     to state income taxes and nondeductible expenses.

     For the second fiscal quarter and the two fiscal quarters ended
     September 29, 1995, the Company had effective income tax rates of 37%
     and 39%, respectively, both of which exceed the 34% federal statutory
     rate primarily due to state income taxes and nondeductible expenses. 

3.   Net income (loss) per common share is computed by dividing net income
     (loss) applicable to common stock by the weighted average number of
     outstanding common shares and common share equivalents during each
     period as follows:

                                       Average common and common
          Fiscal quarter ended       equivalent shares outstanding
          --------------------       -----------------------------
           September 27, 1996                 36,405,068
           September 29, 1995                 35,993,068

                                       Average common and common
         Two fiscal quarters ended    equivalent shares outstanding
         -------------------------    -----------------------------
           September 27, 1996                 36,503,452
           September 29, 1995                 35,875,657
  
     Common stock equivalents relate to dilutive stock options using the
     treasury stock method.  For all periods presented, the computation of
     net income (loss) per share, assuming conversion into common shares
     of the Company's Preferred Stock, is antidilutive.
  
4.   In conjunction with the corporate restructuring to position the
     Company for growth and diversification which was initiated in the
     second quarter of the current fiscal year, the Company incurred a
     pre-tax restructuring charge of $8,403,000.  The restructuring charge

                                6
<PAGE>
               INTERNATIONAL TECHNOLOGY CORPORATION

  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           (Unaudited)

     included $3,400,000 of costs for severance, $4,100,000 of costs for
     closing and reducing the size of a number of the Company's offices,
     and $900,000 of costs for other related items. At September 27, 1996,
     $7,135,000 of the charge remained to be paid.

5.   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
     sale of some facilities and closure of certain other facilities.  As
     of September 27, 1996, two of the Company's inactive disposal sites
     have been formally closed and the other two are in the process of
     closure.  In connection with the plan of divestiture, from December
     1987 through March 31, 1996, the Company recorded a provision for
     loss on disposition of transportation, treatment and disposal
     discontinued operations (including the initial provision and three
     subsequent adjustments) in the amount of $160,192,000, net of income
     tax benefit of $32,879,000. The adjustments principally related to a
     writeoff of the contingent purchase price from the earlier sale of
     certain assets, increased closure costs principally due to delays in
     the regulatory approval process, and costs related to certain waste
     disposal sites where IT has been named a potentially responsible
     party (PRP).  At September 27, 1996, the Company's condensed
     consolidated balance sheet included accrued liabilities of
     $34,597,000 to complete the closure and related post-closure of its
     inactive disposal sites and related matters.  

     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 has been
     currently evaluated in light of developments since the adoption of
     the divestiture plan and management believes the provision, as
     adjusted, is reasonable; however, the ultimate effect of the
     divestiture on the consolidated financial condition 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 of the
     Company.

6.   For information regarding legal proceedings of the Company's
     continuing operations, please see the note "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
     March 29, 1996; current developments regarding continuing operations'
     legal proceedings are discussed in Part II of this filing.  See
     Management's Discussion and Analysis of Results of Operations and
     Financial Condition - Financial Condition - Transportation, Treatment
     and Disposal Discontinued Operations for information regarding the
     legal proceedings of the discontinued operations of the Company.

7.   Unbilled receivables of $19,340,000 at September 27, 1996
     ($20,945,000 at March 29, 1996) are included in accounts receivable. 
     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. 
 
     Included in unbilled receivables at September 27 and March 29, 1996
     is approximately $8,500,000 of claims related to the federal
     government-funded Helen Kramer project, which the government has
     recently advised the Company is subject to a continuing 
     investigation.  Possible remedies which the government could pursue
     include penalties and forfeiture of all or part of the Company's
     claims.  The Company is preparing further responses to the
     government's contentions.

8.   In March 1995, the FASB issued Statement of Financial Accounting
     Standards No. 121 (SFAS No. 121), "Accounting for the Impairment of
     Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which
     requires impairment losses to be recorded on long-lived assets used
     in operations when indicators of impairment are present and the
     undiscounted cash flows estimated to be generated by those assets are
     less than the assets' carrying amount.  SFAS No. 121 also addresses
     the accounting for long-lived assets that are expected to be disposed
                              7
<PAGE>

               INTERNATIONAL TECHNOLOGY CORPORATION

  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           (Unaudited)

     of.  The Company has adopted SFAS No. 121 in the first quarter of
     fiscal year 1997 which did not result in any material impact on the
     results of operations or financial position of the Company. Long-term
     assets of discontinued operations are accounted for under APB Opinion
     No. 30, "Reporting the Results of Operations," and are not subject to
     SFAS No. 121.

9.   On February 6, 1996, the Company announced that it had retained an
     investment banking firm and a consultant to advise it on ways to
     actively participate in the current environmental management industry
     consolidation, with the ultimate goal of maximizing shareholder
     value.  As a result of this effort, on August 29, 1996, the Company
     announced that it had signed a definitive agreement with The Carlyle
     Group (Carlyle), a merchant banking firm based in Washington, DC,
     which will invest $45,000,000 in a new issue of convertible preferred
     stock of IT.  The funds will be used by IT to finance future business
     acquisitions, as well as for working capital and general corporate
     purposes.    See the Company's proxy statement dated as of October
     30, 1996 for additional detailed information regarding the proposed
     Carlyle investment.

                                8
<PAGE>


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

               INTERNATIONAL TECHNOLOGY CORPORATION

               FOR QUARTER ENDED SEPTEMBER 27, 1996

RESULTS OF OPERATIONS

Overview
--------

The Company's services are provided to a broad array of governmental and
commercial entities predominantly in the U.S. market.  Additionally, the
Company pursues selected international business opportunities on a
project-specific basis.  The Company's business strategy is to provide its
environmental services on a full-service basis, particularly by focusing
on its capabilities to manage complex environmental issues from the
initial assessment of the level and extent of contamination through the
design, engineering and execution of a solution which minimizes the
client's total cost. 

Revenues
--------

The Company experienced a 13% decrease in revenues from $106,259,000 in
the second quarter of fiscal year 1996 to $92,490,000 in the second
quarter of fiscal year 1997.  Revenues for the first two quarters of
fiscal year 1997 were $173,906,000, which were 15.8% lower than the
$206,551,000  of revenues for the corresponding period of the prior fiscal
year.  The declines in revenues primarily reflect weak demand throughout
the industry, combined with ongoing delays in the funding of major
existing U.S. Department of Defense contracts.  Although revenues are
expected to increase from second quarter levels over time, the impact of
the difficult industry-wide trends is expected to cause the Company to
continue to have revenues in the near future which are lower than the
level of one year ago.

The following table shows, for the second fiscal quarter and the two
fiscal quarters ended September 27, 1996 and September 29, 1995, the
Company's revenues attributable to federal, state and local governmental
contracts as a percentage of the Company's consolidated revenues:
<TABLE>
<CAPTION>

                                          Fiscal quarter ended        Two fiscal quarters ended   
                                      -----------------------------  -----------------------------
                                      September 27,   September 29,  September 27,   September 29,
Source                                    1996            1995           1996            1995        
------                                -------------   -------------  -------------   -------------
<S>                                      <C>             <C>            <C>             <C>
Federal government:
  U.S. Department of Defense (DOD) . .     43%             53%            44%             52%
  U.S. Department of Energy (DOE). . .     15              10             15              10
  Other federal agencies . . . . . . .      5               3              4               4
                                          ---             ---            ---             ---
                                           63              66             63              66

State and local governments. . . . . .      6               3              6               4
                                          ---             ---            ---             ---
Total. . . . . . . . . . . . . . . . .     69%             70%            69%             70%
                                          ===             ===            ===             ===
</TABLE>

For the comparable first two quarters of fiscal years 1997 and 1996, the
portion of the Company's revenues derived from the DOD decreased from 52%
in the prior year to 44% in the current year primarily due to delays in
the funding of the Company's major indefinite delivery order programs over
the past several quarters.  The Company expects to continue to derive a
substantial portion of its revenues from these contracts, which are
primarily related to remedial action work.  Additionally, an expected
transition by the DOE over the next several years to emphasize remediation
over studies is expected to be positive for the Company based on the
Company's favorable experience in winning and executing similar work for
the DOD, the Company's experience with the DOE related to its past

                                9
<PAGE>

               INTERNATIONAL TECHNOLOGY CORPORATION

                 RESULTS OF OPERATIONS (CONTINUED)


performance of DOE studies and recent contract awards for such work.   The
Company believes this trend is reflected in the increase in the Company's
DOE revenues in the first two quarters of this fiscal year.

The Company's revenues from commercial clients declined in both the second
quarter and the first two quarters of fiscal year 1997 compared to the
prior year periods.  The Company believes this is partly due to commercial
clients delaying certain work until final Congressional action is taken on
the reauthorization of the Comprehensive Environmental Response, 
Compensation and Liability Act of 1980 (CERCLA).  Funding authority under
CERCLA lapsed on December 31, 1995, and it is uncertain when
reauthorization will occur or what the details of the legislation,
including retroactive liability, cleanup standards, and remedy selection,
may include.  Uncertainty regarding possible Congressional rollbacks of
environmental regulation and enforcement have led commercial clients to
delay projects as well, although there are indications that significant
rollbacks are less likely than previously believed.  Contemplated changes
in regulations could decrease the demand for certain of the Company's
services, as customers anticipate and adjust to the new regulations. 
However, the proposed legislation could also result in increased demand
for certain of the Company's services if regulatory changes decrease the
cost of remediation projects or result in more funds being spent for
actual remediation.  The ultimate impact of the proposed changes will
depend upon a number of factors, including the overall strength of the
U.S. economy and customers' views on the cost effectiveness of remedies
available under the changed regulations. 

A significant portion of IT's revenues (approximately 9% and 11% in the
second quarter and first two quarters, respectively, of fiscal year 1997)
continue to be derived from large, complex thermal remediation contracts
utilizing the Company's Hybrid Thermal Treatment System  (HTTS) 
incineration technology. Incineration as an allowable remedy under CERCLA
continues to come under legislative and regulatory pressures.  If policies
were implemented or regulations were changed such that the Company was
unable to permit and use thermal treatment on remediation projects due to
either regulatory or market factors, the Company would have to find
alternative uses for its HTTS equipment.  If alternative uses, such as
foreign installations, were not found or were uneconomical, there could be
a negative effect to the Company due to impairment of HTTS assets as well
as lost project opportunities.  The Company's backlog of contracts which
utilize HTTS equipment was approximately $12,400,000 at September 27,
1996.  The Company is actively pursuing other contract opportunities which
utilize HTTS equipment.  At September 27, 1996, IT's HTTS equipment had a
net book value of approximately $12,800,000.

The Company's total contract backlog at September 27, 1996 was 
approximately $1,197,000,000, of which approximately $810,000,000 is
future project work the Company estimates it will receive (based on
historical experience) under existing governmental indefinite delivery
order (IDO) programs which provide for a general undefined scope of work. 
Revenues from backlog and IDO contracts are expected to be earned over the
next one to five years.  Continued funding of existing backlog could be
negatively impacted in the future due to reductions in current and future
federal government environmental restoration budgets.

Gross Margin
------------

Gross margin percentage for the second quarter of fiscal year 1997
declined to 9.9% of revenues from 14.3% of revenues for the corresponding
period of the prior fiscal year.  In the current quarter, gross margin was
adversely impacted by lower pricing due to competitive industry 
conditions, by a shift in revenue mix toward larger projects and programs
which involve more subcontracting and carry a lower margin on gross
revenues, and by the lower level of the Company's revenues as certain
overhead cost elements are fixed in the short term.  The Company expects
gross margin to improve from the second quarter level as overhead costs
are reduced due to organizational streamlining resulting from the recent
corporate restructuring (see Restructuring Charge); however, competitive
pricing is expected to continue to adversely affect gross margin.

                                10
<PAGE>

               INTERNATIONAL TECHNOLOGY CORPORATION

                 RESULTS OF OPERATIONS (CONTINUED)

For the first two quarters of fiscal year 1997, gross margin of 9.7% of
revenues declined from 15.5% of revenues in the corresponding period of
the prior fiscal year, generally for the same reasons noted above related
to the second fiscal quarter.

Selling, General and Administrative Expenses
--------------------------------------------

For the second fiscal quarter ended September 27, 1996, selling, general
and administrative expenses of $8,633,000 were $1,383,000 or 13.8% lower
than the second quarter of the prior fiscal year.  Selling, general and
administrative expenses of $17,713,000 for the first two quarters of
fiscal year 1997 were $2,326,000 lower than the level for the 
corresponding period of the prior fiscal year.  Selling, general and
administrative expenses declined during the second quarter of fiscal year
1997 partly due to the initial impact of the corporate restructuring (see
Restructuring Charge) initiated in such quarter and are expected to
decline further in the third fiscal quarter ending December 27, 1996 due
to the full-quarter impact of the restructuring.

Restructuring Charge
--------------------

In conjunction with the corporate restructuring to position the Company
for growth and diversification which was initiated in the second quarter
of the current fiscal year, the Company incurred a pre-tax restructuring
charge of $8,403,000.  The restructuring charge included $3,400,000 of
costs for severance, $4,100,000 of costs for closing and reducing the size
of a number of the Company's offices, and $900,000 of costs for other
related items. At September 27, 1996, $7,135,000 of the charge remained to
be paid.  The restructuring charge was taken in conjunction with an
organizational realignment which is expected to enable the Company to
operate more efficiently and cost-effectively in the future.

Interest, Net
-------------

For the second quarter and first two quarters of fiscal year 1997, net 
interest expense represented 1.4% of revenues and 1.5% of revenues,
respectively, compared to the 1.6% of revenues and 1.8% of revenues,
respectively, reported in the second quarter and first two quarters of
fiscal year 1996.  In the current fiscal year, the lower net interest
expense levels compared to a year ago are due principally to an increased
level of cash and cash equivalents generating more interest income.

Income Taxes
------------

For the two fiscal quarters ended September 27, 1996, the Company had an
effective income tax benefit rate of 12.0%.  The related income tax
benefit from the pre-tax loss for the current two fiscal quarters is net
of a $3,168,000 tax charge reflected in the second quarter resulting from
the increase in IT's deferred tax valuation allowance based on the
Company's assessment of the uncertainty as to when it will generate a
sufficient level of future earnings to realize the deferred tax asset
created by the second quarter restructuring charge (see Restructuring
Charge).  If the above tax charge had not been reflected in the second
quarter, the Company's effective income tax rate would have been 38%,
which exceeds the 34% federal statutory rate primarily due to state income
taxes and nondeductible expenses.

For the second fiscal quarter and the two fiscal quarters ended September
29, 1995, the Company had effective income tax rates of 37% and 39%,
respectively, both of which exceed the 34% federal statutory rate
primarily due to state income taxes and nondeductible expenses.

The Company's future tax rate is subject to the full realization of its
deferred tax asset of $34,120,000 (net of a valuation allowance of
$8,754,000).  Realization of the tax asset is expected by management to
occur principally as closure expenditures related to the Company's
inactive disposal sites (see Note 5 to Condensed Consolidated Financial
Statements) over the next several years are deductible in the year the
expenditures are made and upon the ultimate disposition of the Company's
19% interest in Quanterra (see Management's Discussion and Analysis of
Results of Operations and Financial Condition - Financial Condition), but
is subject to the Company having a sufficient level of future taxable
income and taxable capital gains.  The Company evaluates the adequacy of
the valuation allowance and the realizability of the deferred tax asset
on an ongoing basis.

                                11
<PAGE>

               INTERNATIONAL TECHNOLOGY CORPORATION

FINANCIAL CONDITION

Working capital of $71,884,000 at September 27, 1996 decreased
by $17,290,000 or 19.4% from $89,174,000 at March 29, 1996 due principally
to a net reduction in receivables reflecting the Company's lower
revenue level.  Consequently, the current ratio at September 27, 1996
decreased to 1.85:1 from 2.13:1 at March 29, 1996.

Cash provided by operating activities for the first two quarters of fiscal
year 1997 totaled $19,483,000 compared to $11,362,000 provided by
operating activities in the corresponding first two quarters of the prior
fiscal year.  During the current period, the increase in cash provided by
operating activities is principally due to the reduction in receivables
discussed above with respect to the decline in working capital during
fiscal year 1997.  Additionally, capital expenditures of $1,584,000 for
the current two fiscal quarters were $1,489,000 lower than the $3,073,000
reported for the corresponding period of the prior fiscal year principally
due to a lower level of capital requirements reflecting the lower revenue
level during fiscal year 1997.  Management believes capital expenditures
for fiscal year 1997 will be similar to the $4,696,000 level of fiscal
year 1996, excluding any business acquisitions or strategic investments
which might be made by the Company.

The Company's shareholder agreements relating to Quanterra (an 
environmental analytical services business 81% owned by an affiliate of
Corning Incorporated and 19% owned by IT) contain certain provisions which
have affected and, in the future, could affect liquidity.  IT was required
by these agreements to contribute $2,500,000 to Quanterra in October 1995
and an additional $2,500,000 to Quanterra in January 1996.  In connection
with a recapitalization of Quanterra in January 1996, the Company
committed to contribute up to an additional $2,500,000 to Quanterra (of
which $475,000 was paid in each of March, April and July 1996) and has the
option to contribute more in order to maintain its 19% interest.  Due to
the operating losses which Quanterra has been incurring and the 
requirement to contribute additional capital to Quanterra, the
Company will continue to evaluate the ultimate recoverability of its
investment in Quanterra, which is carried at $13,925,000 on the September
27, 1996 condensed consolidated balance sheet.  As a result of Quanterra's
continuing operating losses, the Company will assess the value of its
investment in Quanterra on an ongoing basis and will recognize any
impairment in value should it occur.

The Company's lending arrangements, consisting of $65,000,000 of senior
secured notes and a $60,000,000 bank line of credit, contain various
financial ratio and net worth covenants.  In addition, the facilities
contain certain other restrictive covenants, including prohibitions on the
payment of cash dividends on common stock (and, if the Company is in
default under the facilities, on the preferred  stock), and on the
repurchase of stock other than to fund IT's compensation plans,
limitations on capital expenditures, the incurrence of other debt and the
purchase or sale of assets and a negative pledge on substantially all of
the Company's assets not pledged to the facilities.  In anticipation of
the loss reported by the Company for its current first fiscal quarter, the
Company, prior to June 28, 1996, obtained a waiver of certain covenants
which allowed it to maintain compliance with the lending arrangements as
of the end of the first quarter of fiscal year 1997.  As a result of the
short-term nature of the waiver, the $65,000,000 of senior secured notes
were classified as a current liability at June 28, 1996.

The Company has recently negotiated amendments to its lending arrangements
which are intended to avoid future covenant defaults and provide enhanced
flexibility in the Company's operations in conjunction with the Carlyle
investment (see below).  The modifications enable the Company to again
classify its senior secured notes as long-term debt.  Among other things,
the changes modify certain financial covenants, permit the Carlyle
investment and the payment of dividends on such investment, increase the
Company's allowable debt and permit proceeds from borrowings to be used to
finance acquisitions in certain circumstances, and increase the cost of
the senior secured notes and credit line based upon certain leverage
thresholds.

In aggregate, at September 27, 1996, letters of credit totaling 
approximately $25,500,000 related to the Company's insurance program,
financial assurance requirements and bonding requirements were outstanding
against the Company's bank line of credit.  There were no borrowings under
the credit line.  Due to the significant reduction in the Company's

                                12
<PAGE>

               INTERNATIONAL TECHNOLOGY CORPORATION

                  FINANCIAL CONDITION (CONTINUED)

accounts receivable (which are the principal collateral to the lending
arrangements) during the six months ended September 27, 1996 related to
the reduction in revenue, the Company posted $4,187,000 of cash as
additional collateral to its lending arrangements, and there was no
availability under the line of credit.  Excluding this cash collateral,
the Company had invested cash of approximately $23,500,000 at September
27, 1996.

On February 6, 1996, the Company announced that it had retained an
investment banking firm and a consultant to advise it on ways to actively
participate in the current environmental management industry 
consolidation, with the ultimate goal of maximizing shareholder value.  As
a result of this effort, on August 29, 1996, the Company announced that it
had signed a definitive agreement with The Carlyle Group (Carlyle), a
merchant banking firm based in Washington, DC, which will invest
$45,000,000 in a new issue of convertible preferred stock of IT.  The
funds will be used by IT to finance future business acquisitions, as well
as for working capital and general corporate purposes.

The preferred stock will be convertible into 22,500,000 IT common shares
at a conversion price of $2.00 per share.  The Carlyle investment also
includes five-year warrants to purchase 5,000,000 IT common shares at an
exercise price of $3.00 per share.  The conversion price of the preferred
stock and the exercise price of the warrants are subject to change in
certain circumstances including in the event that holders of the Company's
existing 7% Cumulative Convertible Exchangeable Preferred Stock exercise
a special conversion right enabling them to convert to common shares at a
special conversion price of the higher of the market value of the common
stock or $3.17 per share.  The convertible preferred stock will pay zero
dividends in year one, a 3% preferred stock in-kind in year two, and a 6%
annual cash dividend thereafter.  There is no mandatory redemption
provision; the Company has an option to redeem the convertible preferred
stock beginning in the eighth year after the closing.  See the Company's
proxy statement dated as of October 30, 1996 for additional detailed
information regarding the proposed Carlyle investment.

In connection with the Carlyle investment, all but three of the present IT
directors will be replaced by four directors designated by Carlyle and
Carlyle will have the right to designate a majority of the directors for
five years.  The Carlyle investment is subject to approval by the
Company's common shareholders at a shareholder meeting scheduled for
November 20, 1996, as well as to certain customary closing conditions.

The Company continues to have significant cash requirements, including
working capital, capital expenditures, expenditures for the closure of its
inactive disposal sites and PRP matters (see Transportation, Treatment and
Disposal Discontinued Operations below), dividend obligations on the
depositary shares and contingent liabilities.  The recent decline in the
Company's business combined with these significant cash requirements has
reduced and is expected to further reduce the Company's cash position
without giving effect to the proposed Carlyle investment; however, subject
to the anticipated progressive recovery of the Company's business during
the remainder of fiscal year 1997, the Company's liquidity position is
expected to be sufficient to meet the foreseeable requirements.  In the
event the anticipated recovery does not develop, the Company could
encounter severe liquidity constraints.  The completion of the Carlyle
investment will provide additional cash to address these requirements, as
well as to fund the expansion and diversification of the Company's
business through both internal growth and acquisitions.

Transportation, Treatment and Disposal Discontinued Operations
--------------------------------------------------------------

With regard to the Company's transportation, treatment and disposal
discontinued operations, the Company has previously completed closure of
its Montezuma Hills and Benson Ridge facilities and is pursuing closure of
its inactive Panoche and Vine Hill Complex facilities.  On November 17,
1995, the California EPA, Department of Toxic Substances Control (DTSC)
approved the final closure plan and post-closure plan for the Vine Hill
Complex facility.  The approved final closure plan provides for 
solidification and capping  of waste sludges and installation of 
underground barriers and groundwater control systems.  Substantial
remediation has already been completed over both the past year since
approval of the plan and over the prior several years based upon interim
approvals by DTSC, and the final closure is scheduled to be completed in
fiscal year 1998.

                                13
<PAGE>

               INTERNATIONAL TECHNOLOGY CORPORATION

                  FINANCIAL CONDITION (CONTINUED)

On June 28, 1996, DTSC released a Draft Environmental Impact Report (DEIR)
and Draft Closure Plan for public comment for the Panoche facility.  The
DEIR evaluates the Company's preferred closure plan as well as several
alternative plans and states that the Company's preferred closure plan is
the environmentally superior alternative. The alternative plans involve
excavation and on-site relocation of substantial quantities of waste
materials in addition to landfill capping and groundwater controls which
are common to all alternatives.  If selected, the alternative plans would
extend the closure construction schedule and increase the cost of closure.
The DEIR and Draft Closure Plan were subject to a 90-day comment period
which ended September 30, 1996, during which interested parties presented
comments including some supporting alternative plans.  DTSC, after
considering all comments received, will approve a final closure plan and
certify the final EIR.  The Company expects the plan and all necessary
permits to be approved during fiscal year 1997 or early fiscal year 1998. 
Closure construction for the Company's preferred plan is scheduled to be
completed within three years of approval of the plan.   If DTSC were to
approve an alternative plan or fail to timely approve any plan or if
implementation of any plan is delayed by litigation or appeals, the
Company's cost to close the site would increase, which could have a
material adverse impact on the consolidated financial condition of the
Company.                  

Closure construction was completed for the Montezuma Hills and Benson
Ridge facilities in December 1991 and December 1992, respectively.  Upon
completion of closure construction, the Company is required to perform
post-closure monitoring and maintenance of its disposal facilities for at
least 30 years.  Operation of the facilities in the closure and
post-closure periods is subject to numerous federal, state and local
regulations.  The Company may be required to perform unexpected
remediation work at the facilities in the future or to pay penalties for
alleged noncompliance with regulatory permit conditions.

Regulations of the DTSC and the United States Environmental Protection
Agency (USEPA) require that owners and operators of hazardous waste
treatment, storage and disposal facilities provide financial assurance for
closure and post-closure costs of those facilities.  The Company has
provided such financial assurance equal to its estimate for closure
costs at March 1, 1996, which could be subject to increase at a later time
as a result of regulatory requirements, in the form of a corporate
guarantee of approximately $14,900,000, letters of credit totaling
approximately $6,700,000 and a trust fund containing approximately
$11,900,000, and has purchased annuities which will ultimately mature over
the next 30 years to pay for its estimates of post-closure costs. 

Closure and post-closure costs are incurred over a significant number
of years and are subject to a number of variables including, among others,
completion of negotiations regarding specific site closure and
post-closure plans with DTSC, USEPA, the California State Water Resources
Control Board, the California Air Resources Board, Regional Water Quality
Control Boards (RWQCBs), Air Quality Management Districts, various other
state authorities and certain applicable local regulatory agencies.  Such
closure costs are comprised principally of engineering, design and
construction costs and of caretaker and monitoring costs during closure. 
The Company has estimated the impact of closure and post-closure costs in
the provision for loss on disposition of transportation, treatment and
disposal discontinued operations; however, closure and post-closure costs
could be higher than estimated if regulatory agencies were to require
closure and/or post-closure procedures significantly different than those
in the plans developed by the Company or if there are additional delays in
the closure plan approval process.  Certain revisions to the closure
procedures could also result in impairment of the residual land values
attributed to certain of the sites.  

The carrying value of the long-term assets of transportation, treatment
and disposal discontinued operations of $40,048,000 at September 27, 1996
is principally comprised of residual land at the inactive disposal
facilities (a substantial component of which is adjacent to those 
facilities and was never used for waste disposal) and assumes that sales
will occur at current market prices estimated by the Company based on
certain assumptions (entitlements, development agreements, etc.), taking
into account market value information provided by independent real estate
appraisers.  The Company has an agreement with a real estate developer to
develop some of this property as part of a larger development in the local
area involving a group of developers.  The entitlement process has been
delayed pending approval of the Company's closure plan for its adjacent
disposal facility and local community review of growth strategy.  If the


                                14
<PAGE>

              INTERNATIONAL TECHNOLOGY CORPORATION

                  FINANCIAL CONDITION (CONTINUED)

developers' plans change or the developers are unable to obtain
entitlements as planned, the carrying value of this property could be
significantly impaired.  With regard to this property or any of the other
residual land, there is no assurance as to the timing of sales or the
Company's ability to ultimately liquidate the land for the sale prices
assumed.  If the assumptions used to determine such prices are not
realized, the value of the land could be materially different from the
current carrying value. 

In June 1986, USEPA notified a number of entities, including the Company,
that they were PRPs under CERCLA with respect to the Operating Industries,
Inc. (OII) Superfund site in Monterey Park, California, and as such, faced
joint and several liability for the cost to investigate and clean up this
site.  Subsequently, USEPA alleged that the Company had generated 
approximately 2% by volume of the hazardous wastes disposed of at the site
and that the Company's share of certain past costs totaled not less than
$8,500,000.  Between October 1994 and May 1995, the Company was served
with summons and complaints in two lawsuits (National Railroad Passenger
Corporation, et al. v. Harshaw Filtrol, U.S.D.C., Central District,
California, Case No. CV 94-2861 WMB (GHKx) and National Railroad Passenger
Corporation v. ACF United, U.S.D.C., Central District, California, Case
No. CV 95-2050 LGB (RMBx)) brought by members of a group of PRPs (the
Steering Committee), which sought from the Company at least $2,700,000 for
costs incurred by Steering Committee members pursuant to the first three
settlements (partial consent decrees) negotiated between the USEPA and the
Steering Committee.  (The Company has not been named as a defendant in any
of the several personal injury and property damage lawsuits brought by
area residents.)

In October 1995, the Company and the USEPA agreed to a settlement of the
Company's alleged liability for response costs incurred by the USEPA
pursuant to the first three partial consent decrees entered into in
connection with the OII site.  The settlement with USEPA, in the form of
a consent decree (the Fifth Partial Consent Decree), was approved by the
U.S. District Court on July 10, 1996.  Pursuant to the settlement, the
Company has paid $2,500,000 through September 27, 1996 and will pay to the
USEPA an additional approximately $2,900,000 within the next six months,
which amounts had been previously accrued by the Company.  Additionally,
the Company has received from the USEPA contribution protection and
a covenant not to sue as to the matters addressed in the Fifth Partial
Consent Decree.  While resolving the Company's alleged liability for
response costs incurred by the USEPA pursuant to the first three partial
consent decrees, the settlement does not include any costs for future or
final OII remedies.  In September 1996, the USEPA released a final record
of decision selecting the final remedy for the site.  Response costs for
the final remedy are estimated by USEPA to be approximately $161,800,000. 
The Company believes that this estimate does not take into account the
benefits of certain work to be performed under the previous consent
decrees and therefore substantially overstates the remaining cost.

In April 1996, the Company and the Steering Committee reached a 
settlement of the Harshaw Filtrol and the ACF United lawsuits, pursuant to
which the Company will pay $250,000 in settlement of the Steering
Committee's claims.  The Company and the Steering Committee also agreed,
as a part of the settlement, to cooperate and share on a pro-rata basis
certain response and other defense costs with respect to certain 
groundwater cleanup actions which may be a part of the final remedy for
the site.  The Company and the Steering Committee have not agreed to share
all costs related to the final remedy at the site, inasmuch as the
Steering Committee claims that pursuant to earlier consent decrees it is
excused from paying for or performing certain actions which may be
required as a part of any final remedy and for which the Company and other
persons who settled with USEPA pursuant to the Fifth Partial Consent
Decree may be liable.  The Company does not agree with these claims.  The
Company's agreement with the Steering Committee to cooperate and share
costs with respect to certain groundwater cleanup actions may be 
terminated voluntarily by either party, including in the event of a
dispute as to the parties' respective obligations to pay for or perform
the final remedy for the site.

Should the costs of the final remedy be greater than expected, or should
the Company be forced to assume a disproportionate share of the costs of
the final remedy (whether because of differences in the protections
obtained by the Steering Committee and the Company under the various
consent decrees, or otherwise), the cost to the Company of concluding this
matter could materially increase.

                                15
<PAGE>
              INTERNATIONAL TECHNOLOGY CORPORATION

                  FINANCIAL CONDITION (CONTINUED)

In September 1987, the Company was served with a Remedial Action Order
(RAO) issued by the DTSC, concerning the GBF Pittsburg landfill site near
Antioch, California, a site which had been proposed by the USEPA to be
added to the National Priorities List under CERCLA.  IT and 17 other firms
and individuals were characterized as responsible parties in the RAO and
directed to undertake investigation and potential remediation of the site
which consists of two contiguous parcels.  From the 1960's through 1974,
a predecessor to IT Corporation operated a portion of one parcel as a
liquid hazardous waste site.  The activity ceased in 1974, and the
disposal facility was closed pursuant to a closure plan approved
by the appropriate RWQCB.  Both of the parcels were then operated by other
parties  as a municipal and industrial waste site (overlying the former
liquid hazardous waste site) and, until 1991, continued to accept
municipal waste.  Water quality samples from monitoring wells in the
vicinity of the site were analyzed by the property owner in August 1986
and indicated the presence of volatile organics and heavy metals along the
periphery of the site.

Additional PRPs, consisting primarily of known waste generators, were
subsequently served with an amended RAO by the DTSC.  IT and other PRPs
(the PRP group) are participating to further investigate the nature and
extent of any subsurface contamination beneath the site and beyond its
borders.  The PRP group has submitted Remedial Investigation and 
Feasibility Study (RI/FS) reports to the DTSC.  The studies indicate that
groundwater quality impact is not affecting drinking water supplies and is
not attributable solely to the portion of the site previously operated by
IT's predecessor. 

In July 1993, the Company, along with the other PRPs at the site, was
issued a revised RAO and Imminent and Substantial Endangerment Order that,
although it appears primarily to restate previous RAOs, also directs all
previously named PRPs to undertake specific additional tasks including the
closure of the municipal landfill.  

In November 1995, the DTSC, by letter, required the PRP group to submit
for public comment and DTSC approval a draft Remedial Action Plan (RAP)
describing a remedial alternative not supported by the PRP group.  The PRP
group disputed the timing and content of the draft RAP as required by DTSC
as not justified by the RI/FS process, but in January 1996 submitted a
draft RAP discussing a number of remedial alternatives.  In October 1996
the DTSC completed and released for public review and comment a draft RAP
selecting DTSC's preferred alternative of actively pumping and treating
groundwater from both the alleged source points of contamination and the
allegedly contaminated groundwater plume emanating from the site, which 
DTSC estimated to cost  between $18,300,000 to $32,600,000, depending upon
whether certain options for discharge of produced waters are available. 
The PRP group continues to believe that its preferred alternative of
continued limited site monitoring, which was estimated to cost 
approximately $4,100,000, is appropriate.  As part of the draft RAP, the
DTSC also advised the PRP group of its position that both the group and
the current owner/operators are responsible for paying the future closure
and postclosure costs of the adjoining municipal landfill, which have been
estimated at approximately $4,200,000.

As a part of the draft RAP that the PRP group submitted in January 1996,
the group asserted that other PRPs at the site (principally, the current
and past owner/operators of the site) were responsible for approximately
85% of the site's remediation costs, and that the PRP group was 
responsible for no more than approximately 15% of such costs.  The Company
has paid approximately 50% of the PRP group's costs to-date on an interim
basis.  The current owner/operators claimed in response that the Company
and other members of the PRP group were responsible for at least 89% of
the site's remediation costs and that they were responsible for only a
small percentage of such costs.  They also demanded indemnity from the
Company pursuant to the lease agreement under which IT Corporation's
predecessor operated the site, which demand the Company has rejected.  In
the draft RAP released in October 1996 the DTSC released a draft
non-binding allocation suggesting that the Company is responsible for 15%
of the site's response costs, that the generators and others who are part
of the PRP group are responsible for 35% of such costs and that the
current owner/operators are responsible for 30% of such costs.  Although
the DTSC's allocation of responsibility is not binding except in very
limited circumstances, the PRP group continues to believe that the current
owner/operators should pay a larger portion of the site's response costs
and the Company is continuing to attempt to cooperate with the generators
and other  members of the PRP group.   The draft RAP is subject to public
comment, after which the DTSC will release a final RAP.  The PRP group is
evaluating its potential remedies with respect to the draft RAP. 

                                16
<PAGE>

              INTERNATIONAL TECHNOLOGY CORPORATION

                  FINANCIAL CONDITION (CONTINUED)

The PRP group has initiated litigation against the current owner/operators
of the site and other non-cooperating PRPs to cause them to bear their
proportionate share of site remedial costs.  The current owner/operators
of the site have not cooperated with the PRP group in its efforts to study
and characterize the site, except for limited cooperation which was
offered shortly after the September 1987 RAO.  The current owner/operators
are expected to vigorously defend the PRP group's litigation, and the
outcome of the litigation cannot be determined at this time.

Failure of the PRP group to effect a satisfactory resolution with respect
to the choice of appropriate remedial alternatives or to obtain an
appropriate contribution towards site remedial costs from the current
owner/operators of the site and other non-cooperating PRPs, could 
substantially increase the cost to the Company of remediating the site,
which would have a material adverse effect on the Company's consolidated
financial condition. 

In March 1995, IT was notified by the DTSC that it was among 13 companies
identified as potentially responsible for costs associated with 
investigation and cleanup of the Environmental Protection Corporation
(EPC) site known as the Eastside Facility near Bakersfield, California. 
The DTSC notice letter states that IT is believed to have arranged for
disposal of hazardous substances at the Eastside Facility during the
period between 1972 and 1985 when it was permitted and operated
as a land treatment facility.

IT transported various waste streams both generated by IT and on behalf of
its customers to the Eastside Facility at various times during that
facility's operations and it was a minority shareholder in EPC for a
period of its operations.  In its March 1995 letter, the DTSC directed IT
and the other parties which were notified to form a group and to respond
to a proposed administrative order directing them to characterize the
facility and undertake any appropriate remedial action to deal with
any releases or threatened releases identified.  In January 1996, the PRP
group (of which the Company is a member) and the DTSC entered into an
agreement for the performance of a RI/FS for the site, as well as for cost
sharing for the RI/FS among the group and the DTSC.  IT is cooperating
with other group members to perform the work outlined in the agreement. 
Because of the early stage of the matter,  IT has no estimate of its
potential costs associated with the remediation of the Eastside Facility. 

The provision for loss on disposition of transportation, treatment and
disposal discontinued operations is based on various assumptions and
estimates, including those discussed above.  Management believes that the
provision, as adjusted, is reasonable; however, the ultimate effect of the
divestiture on the consolidated financial condition 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 of the Company.

FORWARD LOOKING STATEMENTS

All statements in the preceding discussion that are not historical are
forward looking statements.  Such statements are subject to certain risks
and uncertainties that could cause actual results to differ materially
from those expressed in any of the forward looking statements.  Such risks
and uncertainties include, but are not limited to, additional delays in
federal budget authorization and in the funding of federal government
contracts, ongoing regulatory uncertainties which affect both governmental
and commercial clients, industrywide market factors, liabilities and
regulatory developments related to the Company's discontinued operations,
negotiations with lenders, the effects of the Company's restructuring, the
completion of the Carlyle transaction, and financial and liquidity trends.
 

                                17
<PAGE>

                             PART II

               INTERNATIONAL TECHNOLOGY CORPORATION

Item 1.   Legal Proceedings.

          The continuing operations litigation to which the Company is a
          party is more fully discussed in the note "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 March 29, 1996 and in the Company's Quarterly Report on
          Form 10-Q for the fiscal quarter ended June 28, 1996.  For
          current developments in the Helen Kramer matter, please see
          Note 7 to the Condensed Consolidated Financial Statements in
          this report.  See also Management's Discussion and Analysis of
          Results of Operations and Financial Condition - Financial
          Condition - Transportation, Treatment and Disposal Discontinued
          Operations for information regarding litigation related to the
          discontinued operations of the Company.

                                18
<PAGE>
               INTERNATIONAL TECHNOLOGY CORPORATION     

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.

             Exhibit No.                   Description           
             ----------  ------------------------------------------------

               4(i)      7.     Form of Certificate of Designations,
                                Preferences and Relative, Participating,
                                Optional and Other Special Rights and
                                Qualifications, Limitations and 
                                Restrictions Thereof of Cumulative
                                Convertible Participating Preferred Stock
                                of International Technology Corporation.*

               10(ii)    16.    Form of Securities Purchase Agreement
                                dated as of August 28, 1996 between
                                International Technology Corporation and
                                Certain Purchasers Identified Therein.*

                         17.    Consent and Waiver, dated as of August 30,
                                1996, by The Chase Manhattan Bank, The
                                First National Bank of Boston, Societe
                                Generale, John Hancock Mutual Life
                                Insurance Company, John Hancock Life
                                Insurance Company of America, Allstate
                                Life Insurance Company, The Mutual Life
                                Insurance Company of New York and Mony
                                Life Insurance Company of America.*

                         18.    Consent, dated as of August 31, 1996, by
                                The Chase Manhattan Bank, The First
                                National Bank of Boston, Societe Generale,
                                John Hancock Mutual Life Insurance
                                Company, John Hancock Life Insurance
                                Company of America, Allstate Life
                                Insurance Company, The Mutual Life
                                Insurance Company of New York and Mony
                                Life Insurance Company of America.*

                         19.    Consent and Waiver, dated as of October 4,
                                1996 to the Credit Agreement and the Note
                                Purchase Agreement, both dated October 24,
                                1995, among IT Corporation and the Several
                                Lenders from Time to Time Parties to the
                                Credit Agreement and the respective
                                Purchasers under the Note Purchase
                                Agreement. 

                         20.    Consent and Waiver, dated as of October
                                18, 1996 to the Credit Agreement and the
                                Note Purchase Agreement, both dated
                                October 24, 1995, among IT Corporation and
                                the Several Lenders from Time to Time
                                Parties to the Credit Agreement and the
                                respective Purchasers under the Note
                                Purchase Agreement.

                         21.    Second Amendment, dated as of October 30,
                                1996 to the Credit Agreement and the Note
                                Purchase Agreement, both dated October 24,
                                1995, among IT Corporation and the Several
                                Lenders from Time to Time Parties to the
                                Credit Agreement and the respective
                                Purchasers under the Note Purchase
                                Agreement. 

                                19
<PAGE>
               INTERNATIONAL TECHNOLOGY CORPORATION


             Exhibit No.                    Description           
             ----------  -------------------------------------------------
               
               10(iii)   19.    Separation Agreement dated as of September
                                30, 1996 between International Technology
                                Corporation and Eric Schwartz.*
               
               27        1.     Financial Data Schedule for the quarter
                                ended September 27, 1996.

               *Previously filed as an Exhibit to the Company's current
               report on Form 8-K, dated September 20, 1996.

           (b) Reports on Form 8-K.

               Current report on Form 8-K, dated September 20, 1996,
               reporting under Item 5, "Other Events," related to the
               execution of a Securities Purchase Agreement dated August
               28, 1996 by and between the Company and certain Purchasers
               affiliated with The Carlyle Group, and other matters.


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               INTERNATIONAL TECHNOLOGY CORPORATION

                            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.



INTERNATIONAL TECHNOLOGY CORPORATION
         (Registrant)




                ANTHONY J. DELUCA                       November 12, 1996 
  --------------------------------------------          -----------------
                Anthony J. DeLuca
  President and Acting Chief Executive Officer
            and Duly Authorized Officer
  


               PHILIP H. OCKELMANN                      November 12, 1996 
  --------------------------------------------          -----------------
               Philip H. Ockelmann
       Vice President, Finance, Treasurer
        and Principal Accounting Officer

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