ITT INC. — Director's Dealing 2008

Jul 2, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT CORP (ITT)
CIK: 0000216228
Period of Report: 2008-06-30

Reporting Person: LORANGER STEVEN R (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-06-30	Common Stock	M	86265	$0.00	Acquired	205486	Direct
2008-06-30	Common Stock	F	18893	$62.80	Disposed	186593	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-06-30	Restricted Stock Units	$	M	86265	Acquired		Common Stock (86265)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	284.89	Indirect

Footnotes

F1: As of 6/30/08

F2: Restricted Stock Units granted on 6/28/2004 under the ITT 2003 Equity Incentive Plan adjusted for the 2-for-1 common split effective 2/21/2006. Restricted Stock Units vest 1/3 after the third anniversary of the date of grant, 1/3 after the fourth anniversary of the date of grant and 1/3 after the sixth anniversary of the date of grant. Upon vesting, one-half of the shares are delivered and one-half of the shares are deferred until termination of employment with the Company, subject to forfeiture under certain circumstances.

86,265 Restricted Stock Units vested on 6/28/2008 and were priced at $62.80, the average of the high and low stock price for ITT common stock on 6/30/08, the following business day; 43,136 shares were delivered, 43,129 shares were deferred until termination of employment subject to forfeiture under certain circumstances. Because the deferred shares are eventually payable only in stock, both the delivered shares and the deferred shares are reported in Table I.