SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 11 )*
INTERNATIONAL TECHNOLOGY CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
460465 10 7
(CUSIP Number)
Check the following box if a fee is being paid with this statement
. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7)
*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 the purpose 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).
(Continued on following pages(s))
Page 1 of 8 Pages
As of 4-30-96
CUSIP No. 460465 10 7 (ITX) 13 G Page 2 of 8 Pages
As of 4-30-96
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mathers and Company, Inc.
IRS ID #36-2666070
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
Not Applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
An Illinois Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON (ITEMS 5, 6, 7 AND
8)
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12. TYPE OF REPORTING PERSON
IA, CO
CUSIP No. 460465 10 7 (ITX) 13 G Page 3 of 8 Pages
As of 4-30-96
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henry G. Van der Eb, Jr.
SS ####-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
Not Applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON (ITEMS 5, 6, 7 AND
8).
5. SOLE VOTING POWER
Less than 5% **
6. SHARED VOTING POWER
Less than 5% **
** Persons who are officers of Mathers and Company, Inc., including
Mr. Van der Eb, also serve as officers of Mathers Fund, Inc. In
their capacity as officers of the Fund, these persons had voted the
shares previously included in this schedule which were owned by the
Fund.
7. SOLE DISPOSITIVE POWER
Less than 5%
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Less than 5%
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 5%
12. TYPE OF REPORTING PERSON
HC, IN
CUSIP No. 460465 10 7 (ITX) 13 G Page 4 of 8 Pages
As of 4-30-96
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mathers Fund, Inc.
IRS ID #36-2554362
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON (ITEMS 5, 6, 7 AND
8).
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12. TYPE OF REPORTING PERSON
IV, CO
CUSIP No. 460465 10 7 (ITX) 13G Page 5 of 8 Pages
As of 4-30-96
Item 1(a) Name of Issuer:
International Technology Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
23456 Hawthorne Boulevard, Suite 220
Torrance, CA 90505
Item 2(a) Name of Persons Filing:
Mathers and Company, Inc. ("Mathers");
Henry G. Van der Eb, Jr.;
Mathers Fund, Inc.("Mathers Fund")
Item 2(b) Address of Principal Business Office:
100 Corporate North, Suite 201
Bannockburn, IL 60015
Item 2(c) Citizenship:
Mathers and Company, Inc. - An Illinois corporation
Henry G. Van der Eb, Jr. - U.S.A.
Mathers Fund, Inc. - A Maryland corporation
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
460465 10 7 (ITX)
Item 3. This statement is filed pursuant to Rules 13d-
1(b)or 13d-2(b) by Mathers, an investment adviser
registered under section 203 of the Investment
Advisers Act of 1940, by Mathers Fund, an open-end
investment company registered under the Investment
Company Act of 1940 which is managed by Mathers,
and by Mr. Van der Eb. Mr. Van der Eb is the
President, Director and controlling shareholder of
