EXHIBIT 3.5


                AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                      OF

                                IT CORPORATION

        Frank C. Rice and James M. Redwine certify that:

        1.      They are the Vice President and the Assistant Secretary,
respectively, of IT CORPORATION, a California corporation (the "Corporation").

        2.      The Articles of Incorporation of the Corporation, as amended
to the date of the filing of this certificate, including amendments set forth
herein but not separately filed (and with the omissions required by Section 910
of the Corporations Code), are amended and restated to read in their entirety as
set forth in Exhibit A attached hereto.
             ---------

        3.      The amended and restated Articles of Incorporation have been
dully approved by the board of directors of the Corporation.

        4.      The article amendments as included in the amended and restated
Articles of Incorporation (other than omissions required by Section 910 of the
Corporations Code) have been dully approved by the required vote of the
shareholders of the Corporation in accordance with Section 902 of the
Corporations Code.  The Corporation has only one class of shares and the number
of outstanding shares is One Thousand (1,000).  The number of shares voting in
favor of the amendments equaled to exceeded the vote required.  The percentage
vote required for the approval of the amendments was more than fifty percent
(50%) of the outstanding shares of the Corporation.




                                                /s/ Frank C. Rice
        Date:      5/7         , 1997           ------------------------------
               ----------------                 Frank C. Rice,
                                                Vice President



                                                /s/ James M. Redwine
        Date:      5/7         , 1997           -------------------------------
              -----------------                 James M. Redwine,
                                                Assistant Secretary


                                   EXHIBIT A
                                   ---------

                             AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

                                      OF

                                IT CORPORATION


     One:   The name of the corporation is:

                                IT CORPORATION

     Two:   The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

     Three: The corporation is authorized to issue only one class of shares of
stock, to be designated as common stock, and the total number of shares which
this corporation is authorized to issue is two million (2,000,000), $1.00 par
value.

     Four:  The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.

     Five:  The corporation is authorized to indemnify the directors and
officers of the corporation to the fullest extent permissible under California
Law.

     Six:   One-third (1/3) of all shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at any meeting of shareholders.