ITT INC. — Director's Dealing 2008

Aug 22, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT CORP (ITT)
CIK: 0000216228
Period of Report: 2008-08-21

Reporting Person: Hill Nicholas P (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-21	Common Stock	M	21300	$45.47	Acquired	36224	Direct
2008-08-21	Common Stock	S	21300	$65.36	Disposed	14924	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-21	Employee Stock Option (Right to Buy)	$45.47	M	21300	Disposed	2012-03-08	Common Stock (21300)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $65.23 to $65.53. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: Options granted under the ITT 2003 Equity Incentive Plan. Options vested as follows: 1/3 of the shares one year after the date of grant, 1/3 after two years after the date of grant and 1/3 three years after the date of grant.