8-K

 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM 8-K

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

                                        
Date of report (Date of earliest event reported)               November 19, 1998


                     INTERNATIONAL TECHNOLOGY CORPORATION
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


          Delaware                    1-9037                     33-0001212
(STATE OR OTHER JURISDICTION       (COMMISSION                 (IRS EMPLOYER
      OF INCORPORATION)            FILE NUMBER)              IDENTIFICATION NO)
 
   2790 Mosside Boulevard
  Monroeville, Pennsylvania                                      15146-2792
(ADDRESS OF PRINCIPAL EXECUTIVE                                  (ZIP CODE)
         OFFICES)


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


                                Not Applicable
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

 
                   INFORMATION TO BE INCLUDED IN THE REPORT



ITEM 5.  OTHER EVENTS.

     On November 19, 1998, International Technology Corporation ("ITC"), a
Delaware corporation doing business as The IT Group, Inc., announced that early
termination of the 15-day waiting period under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, as amended (the "HSR Act"), was granted by the United
States Federal Trade Commission in connection with ITC's previously announced
acquisition of Flour Daniel GTI, Inc. 

     A copy of ITC's press release announcing the early termination under the
HSR Act, dated November 19, 1998, is filed as an exhibit to this Current Report
on Form 8-K.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

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

   99.1         Press Release, dated November 19, 1998, announcing early
                termination under the HSR Act.

                                       2

 
                                  SIGNATURES

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



                                         INTERNATIONAL TECHNOLOGY
                                         CORPORATION

Date: November 25, 1998                  By: /s/ James G. Kirk
                                            _________________________________
                                                      James G. Kirk
                                             Vice President, General Counsel
                                                      and Secretary

                                       3

 
                                 EXHIBIT INDEX
                     
Exhibit No.                       Description                           Tab No. 
- -----------                       -----------                           -------

  99.1       Press Release, dated November 19, 1998, announcing early      1
             termination under the HSR Act.
 
                                       4

EX-99.1

 
                           [THE IT GROUP LETTERHEAD]


                            N E W S   R E L E A S E


Release Date:      FOR IMMEDIATE RELEASE

Investor Contact:  RICHARD R. CONTE (412) 372-7701
Media Contact:     WILLIAM L. MULVEY (202) 682-1147

THE IT GROUP ANNOUNCES EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD FOR
FLUOR DANIEL GTI ACQUISITION

PITTSBURGH, PENNSYLVANIA -- November 19, 1998 -- The IT Group, Inc. (NYSE:ITX) 
(formerly International Technology Corporation) (the "Company") announced today
that early termination of the 15-day waiting period under the Hart-Scott-Rodino
Act of 1976, applicable to the Company's previously announced transaction to
acquire Fluor Daniel GTI, Inc. (NASDAQ:FDGT), was granted by the US Federal
Trade Commission. Early termination or expiration of the waiting period was one
of the conditions to the tender offer, and that condition has now been
satisfied. The IT Group also announced that it is completing its plans to
integrate Fluor Daniel GTI's operations as soon as possible after its tender
offer is complete.

Anthony J. Deluca, chief executive officer and president of The IT Group, said, 
"The Fluor Daniel GTI integration planning process is moving ahead aggressively 
and we are confident that we will achieve our $10 million synergy target as 
previously announced."

The IT Group, Inc. is a leading diversified services company offering a full 
range of consulting, facilities management, engineering & construction and 
remedial services.  The IT Group's common stock and depositary shares are traded
on the New York Stock Exchange under the symbol ITX and ITXpr, respectively.

Statements of the Company's or management's intentions, beliefs, expectations or
predictions for the future, denoted by words "anticipate", "believe" and similar
expressions (including confidence) are forward-looking statements that reflect 
the current views of the Company and its management about future events and are 
subject to certain risks, uncertainties, and assumptions.  The Company's actual 
results could differ materially from those projected in such forward-looking 
statements.