8-K

 
                      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):  OCTOBER 25, 1995


                      INTERNATIONAL TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)

 
         DELAWARE                     1-9037                    33-0001212
(State or other jurisdiction   (Commission File Number)      (I.R.S. Employer
      of incorporation)                                   Identification Number)
               
               
 
23456 HAWTHORNE BOULEVARD, TORRANCE, CALIFORNIA                    90505
    (Address of principal executive offices)                    (Zip Code)
     

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


                                 NOT APPLICABLE
         (Former name or former address, if changed since last report)


                                  Page 1 of 4
                      The Exhibit Index appears on Page 3.

 
ITEM 5.   OTHER EVENTS.
- -------   -------------

          On October 25, 1995, the Registrant issued the press release attached
to this report as Exhibit 20.1 and incorporated herein by reference.

                                   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 hereunto duly authorized.

Date:  November 6, 1995

                         INTERNATIONAL TECHNOLOGY CORPORATION



                         By:   /s/  Anthony J. Deluca
                            _______________________________________
                                    Anthony J. DeLuca
                                    Senior Vice President and
                                           Chief Financial Officer
                                

                                  Page 2 of 4

 
                                 EXHIBIT INDEX
                                 -------------

                                        



Exhibit                                                      Page
- -------                                                      ----
                                                          
20.1  Press Release dated October 25, 1995                    4
 


                                  Page 3 of 4

EX-20.1

 
                                                                    EXHIBIT 20.1

             [LETTERHEAD OF INTERNATIONAL TECHNOLOGY CORPORATION]


                                                                    News Release

Release Date:                                Contact:
                FOR IMMEDIATE RELEASE                       Anthony J. DeLuca
                                                            Philip H. Ockelmann
                                                            (310) 378-9933

                     INTERNATIONAL TECHNOLOGY CORPORATION
                      COMPLETES $125 MILLION REFINANCING

(Torrance, California - October 25, 1995) -- International Technology
Corporation (IT) announced today that it has completed the refinancing of its
$50 million of 9 3/8% senior notes due July 1, 1996 and its bank revolving line
of credit with a combined $125 million financing which includes $65 million of
8.67% senior secured notes with a group of major insurance companies and a $60
million syndicated bank revolving credit facility. The financing package, which
is subject to a borrowing base, is secured by the accounts receivable and
certain fixed assets of the Company. The senior notes have an eight-year final
maturity with no principal payments until the sixth year, and the bank line has
a term of five years. The Company has simultaneously given notice to the holders
of its existing 9 3/8% senior notes that redemption will occur on November 24,
1995.

Robert B. Sheh, president and chief executive officer, said, "We are pleased to 
complete the refinancing of the Company's debt at more favorable interest rates 
and on terms which provide for no amortization for six years. We appreciate the 
vote of confidence from our insurance company and bank lending group, which 
includes major lenders to the environmental industry, and look forward to 
developing a strong relationship with them."

Mr. Sheh noted, "The $41 million settlement of the Motco lawsuit and the 
completion of this refinancing represent two major achievements in the Company's
business plan. These accomplishments strengthen the Company's capital structure,
improve our liquidity position and strategically position IT for the future. 
These events also have a positive impact on the morale of our employees and on 
our clients."

International Technology Corporation, based in Torrance, California, is a 
leading environmental management company providing services to government and 
industry. The Company's common stock and depositary shares are traded on the New
York Stock Exchange under the symbols ITX and ITX pr, respectively.

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