EXHIBIT 10(iii) 1
                                                       -----------------
                                                           (PORTION)

              International Technology Corporation
  
  Amended and Restated Non-Employee Directors Retirement Plan
                      Amendment No. 5


  This Amendment No. 5 (this "Amendment") to the Amended and Restated
Non-Employee Directors Retirement Plan, originally adopted May 18, 1989
and as amended on May 16, 1991, July 1, 1993, August 5, 1993 and June 2,
1994 (the "Plan"), of International Technology Corporation, a Delaware
corporation (the "Company"), is implemented by the Company, effective as
of November 20, 1996, and is agreed to and acknowledged by each of the
non-employee directors of the Company serving as such as of the effective
date of the Amendment, each acting in his capacity as a beneficiary under
the Plan.
                           RECITALS

     WHEREAS, the Plan provides for certain payments to be made to
non-employee directors subsequent to their retirement in accordance with
the provisions of the Plan;

     WHEREAS, the Plan contains certain provisions relating to the 
acceleration of the payment of benefits upon a change of control (as
described in the Plan), such that such benefits would be payable in a lump
sum to all eligible directors who do not elect to remain on the Board of
Directors subsequent to a change of control;

     WHEREAS, the Company has entered into a transaction (the "Carlyle
Transaction") with The Carlyle Group ("Carlyle") pursuant to which Carlyle
would, among other things, purchase preferred stock of the Company
representing more than 35% of the voting stock of the Company, which
transaction, when closed, would be a change of control under the Plan
resulting in a waiver of the retirement age and service requirements under
the Plan and the entitlement (the "Change of Control Entitlement") of  all
non-employee directors of the Company in office at the date of the change
of control (the "Non-Employee Directors") who do not elect to remain on
the Board of Directors to a lump sum payment of benefits;

     WHEREAS, the Company and the Non-Employee Directors who will resign
from the Board concurrent with the consummation of the Carlyle Transaction
desire to enter into a modification of the Plan whereby such Non-Employee
Directors would waive their rights to the Change of Control Entitlement
and, in lieu thereof, would become entitled to receive the aggregate
amounts set forth opposite each such Non-Employee Director's name on
Exhibit A hereto, such amounts to be paid in equal monthly installments
over five years following the consummation of the Carlyle Transaction; and

     WHEREAS, it has been proposed that Messrs. McGill and Gibson be paid
retirement benefits under the Plan as set forth on Exhibit A hereto
notwithstanding the fact that it is proposed that they remain active with
the Company as members of the Board of Governors of the Company following
the Carlyle Transaction in lieu of any benefits that may become payable to
them under the Plan in the future.

                                       
<PAGE>

     WHEREAS,  all former directors of the Company who are receiving
payments under the Plan prior to the consummation of the Carlyle 
Transaction shall continue to receive the benefits to which they are
entitled prior to consummation of the Carlyle Transaction.

                          AMENDMENT
     1.   Concurrent with the consummation of the Carlyle Transaction and
the ratification of this Amendment by the Board of Directors of the
Company, as constituted immediately after the consummation of the Carlyle
Transaction, the Plan shall be amended with respect to all Non-Employee
Directors as follows:  In full and complete settlement of all rights and
obligations owing under the Plan to the Non-Employee Directors and
notwithstanding the provisions and terms of the Plan (including without
limitation of the change of control provisions thereof), the Non-Employee
Directors shall be paid retirement benefits under the Plan in accordance
with the schedule attached as Exhibit A hereto.

     2.   The benefits owed and amounts payable by the Company to
non-employee directors of the Company who have retired prior to the
consummation of the Carlyle Transaction shall remain unchanged and the
Company shall continue to perform its obligations to such directors in
accordance with the Plan.

     This Amendment has been executed on November 20, 1996 and shall be
effective as provided herein.

                                    INTERNATIONAL TECHNOLOGY CORPORATION

                                    /s/
                                    _________________________________ 
                                    Anthony J. DeLuca
                                    President and Acting Chief Executive
                                    Officer

     The undersigned non-employee directors of International Technology
Corporation acknowledge and agree to the waiver and modification of
benefits to be paid under the Amended and Restated Non-Employee Directors
Retirement Plan to non-employee directors of International Technology, as
reflected in this Amendment, as of the respective dates indicated in their
capacity as beneficiaries under the Plan.

  /s/                                                  November 20, 1996
  ______________________________
  Donald S. Burns

  /s/                                                  November 20, 1996
  ______________________________
  Kirby L. Cramer

                                       
<PAGE>

  /s/                                                   November 20, 1996
  ______________________________
  Ralph S. Cunningham
  
  /s/                                                   November 20, 1996
  ______________________________
  E. Martin Gibson

  /s/                                                   November 20, 1996
  ______________________________
  W. Scott Martin

  /s/                                                   November 20, 1996
  ______________________________
  James C. McGill

  /s/                                                   November 20, 1996
  ______________________________
  Henry E. Riggs

  /s/                                                   November 20, 1996
  ______________________________
  Jack O. Vance
  
  
                                       
<PAGE>  
                              
                            Exhibit A


<TABLE>
<CAPTION>

  Director                Age  Years of Service(1)  Vested Benefit  Annual Payment(2)
-------------------------------------------------------------------------------------        
<S>                       <C>         <C>             <C>             <C>          
Jack O. Vance. . . . . .  71          9               $  200,000      $ 40,000

Donald S. Burns. . . . .  71          7                  200,000        40,000

Ralph S. Cunningham. . .  56         13                  200,000        40,000

James C. McGill. . . . .  52          6                  200,000        40,000

W. Scott Martin. . . . .  46          2                   80,000        16,000

E. Martin Gibson . . . .  58          2                   80,000        16,000

Kirby L. Cramer. . . . .  60          1                   40,000         8,000

Henry E. Riggs . . . . .  61          1                   40,000         8,000
                                                       ---------       -------
  TOTAL. . . . . . . . .                              $1,040,000      $208,000
                                                       =========       =======

</TABLE>
<PAGE>