ITT INC. — Director's Dealing 2008

Mar 12, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT CORP (ITT)
CIK: 0000216228
Period of Report: 2008-03-08

Reporting Person: FOLEY DONALD E (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-08	Common Stock	F	2079	$53.75	Disposed	33669	Direct
2008-03-10	Common Stock	A	2794	$0.00	Disposed	36463	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-03-10	Stock Option (Right to Buy)	$53.09	A	9850	Acquired	2015-03-10	Common Stock (9850)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2682	Indirect

Footnotes

F1: 12,000 shares of restricted stock (6,000 shares prior to the February 21, 2006 2-for-1 stock split) were awarded on March 8, 2005. This award of restricted stock vests in installments of 6,000 shares after three years from the date of grant and 6,000 shares after four years from the date of grant. The restricted stock grant was awarded under the ITT 2003 Equity Incentive Plan.

F2: The total 36,463 includes 18,007 shares of restricted stock, of which 2,794 shares were awarded on March 10, 2008 under the ITT Corporation 2003 Equity Incentive Plan. The 2,794 shares awarded on March 10, 2008 are subject to a three-year restriction. The total also includes 18,456 shares acquired through the Direct Purchase Sale and Dividend Reinvestment Plan reflecting accumulations through 3/10/08.

F3: As of 3/7/08.

F4: Options awarded under the ITT Corporation 2003 Equity Incentive Plan.