ITT INC. — Director's Dealing 2008

Aug 8, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT CORP (ITT)
CIK: 0000216228
Period of Report: 2008-08-07

Reporting Person: Kern Paul J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-07	Common Stock	A	1016	$0.00	Acquired	1016	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-07	Stock Option (Right to Buy)	$66.74	A	2220	Acquired	2015-08-07	Common Stock (2220)	Direct

Footnotes

F1: General Kern received 1016 restricted stock units granted as a pro-rata portion of the annual retainer pursuant to the ITT 2003 Equity Incentive Plan on August 7, 2008.

F2: Options under the ITT 2003 Equity Incentive Plan. The options will become exercisable in one-third cumulative annual installments after the first, second and third anniversaries of the date of grant.