SECURITIES & EXCHANGE COMMISSION
                           Washington, D.C. 20549
                           ______________________

                                 SCHEDULE 13G*
                                (Rule 13d-102)

            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
                              PURSUANT TO 13d-2(b)

                              (Amendment No. 3)

      IT GROUP INC
                               (Name of Issuer)

                                 Common Stock
                        (Title of Class of Securities)

     460465404
                                (CUSIP Number)

       December 31, 1999
             (Date of event which requires filing of this statement)


     Check the appropriate box to designate the rule pursuant to which
this Schedule 13G is filed:
     [ ]  Rule 13d-1(b)
     [X]  Rule 13d-1(c)
     [ ]  Rule 13d-1(d)






________________
     *The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.

     The information required in the remainder of this cover page shall
not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).



CUSIP No. 460465404                 13G              Page 16 of 16 Pages


                                 /s/ Peter A. Hochfelder
                                 ------------------------------------
                                     PETER A. HOCHFELDER


                                 /s/ Robert J. Sobel
                                 ------------------------------------
                                          ROBERT J. SOBEL

                                 /s/ Mitchell A. Kuflik
                                 ------------------------------------
                                          MITCHELL A. KUFLIK