EXHIBIT 2.3


                 AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT

         AMENDMENT NO. 2, dated January 29, 2002 (this "Amendment") to the ASSET
PURCHASE AGREEMENT (the "Agreement"), dated as of January 23, 2002, as amended,
by and among THE SHAW GROUP INC., a Louisiana corporation (together with its
Designee(s), if any, "Buyer"), and THE IT GROUP, INC., a Delaware corporation
("ITG") and the Subsidiaries (as defined in the Agreement) of ITG which are or
become signatories to the Agreement (together with ITG, "Sellers").

                                    RECITALS

         WHEREAS, capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Agreement;

         WHEREAS, the Parties to the Agreement previously amended the Agreement
on January 24, 2002 pursuant to Amendment No. 1 to the Asset Purchase Agreement;

         WHEREAS, the Parties to the Agreement have determined that it is
advisable to further amend the Agreement; and

         WHEREAS, Section 9.12 of the Agreement provides that the Agreement may
be amended by execution of a written instrument executed the Parties thereto.

         NOW, THEREFORE, in consideration of the foregoing premises, and the
agreements, covenants, representations and warranties contained in the Agreement
and herein, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged and accepted, the Parties, intending to be
legally bound, hereby agree as follows:

1. The definition of "Credit Agreement" contained in Section 1.01 of the
Agreement shall be amended and restated in its entirety and shall read as
follows:

         "Credit Agreement: that certain post-petition Credit Agreement(s),
dated January 25, 2002, as amended and supplemented from time to time, by and
among Lender, as lender, and ITG and certain of its Subsidiaries, as borrowers,
providing for debtor-in-possession funding under section 364(c) and (d) of the
Bankruptcy Code;".

2. Section 8.04(a)(iv)(D) of the Agreement shall be amended and restated in its
entirety and shall read as follows:

         "(D) the Buyer Protection and Bidding Procedures Order shall not have
been entered by February 12, 2002; or".

3. Except as specifically amended hereby, the terms and provisions of the
Agreement shall continue and remain in full force and effect and the valid and
binding obligation of the Parties thereto in accordance with its terms. All
references in the Agreement (and in any other agreements, documents and
instruments entered into in connection therewith) to






the "Agreement" shall be deemed for all purposes to refer to the Agreement, as
amended by this Amendment.

4. This Amendment may be executed in one or more counterparts, each of which
shall be an original, with the same effect as of the signatures hereto and
thereto were upon the same instrument.

5. This Amendment shall be governed by and construed in accordance with the laws
of the State of Delaware without regard to the conflicts of law rules of such
state.


                            [SIGNATURE PAGE FOLLOWS]






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         IN WITNESS WHEREOF, the Parties have executed this Amendment and caused
the same to be duly delivered on their behalf on the day and year first written
above.

THE IT GROUP, INC.                           THE SHAW GROUP INC.



By: /s/ Harry J. Soose                       By: /s/ Gary P. Graphia
    ---------------------------------            -------------------------------
Name:  Harry J. Soose                        Name:  Gary P. Graphia
Title: Chief Financial Officer               Title: Corporate Secretary and
                                                    General Counsel






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