ITT INC. — Director's Dealing 2009

Nov 19, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT CORP (ITT)
CIK: 0000216228
Period of Report: 2009-11-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-11-17	Common Stock	S	47862	$53.30	Disposed	204326	Direct
2009-11-17	Common Stock	X	8925	—	Acquired	213251	Direct
2009-11-17	Common Stock	S	8925	$53.06	Disposed	204326	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-11-17	Phantom Stock	$	X	8925	Disposed		Common Stock (8925)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	292	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $53.18 to $53.43. 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 transactions were effected.

F2: The reporting person withdrew the cash value of 8,925 shares of phantom stock held under ITT Corporation's deferred compensation plan. The withdrawal resulted in the reporting person's receipt of $53.06 for each share of phantom stock, which amount was transferred to an alternate investment acount.

F3: As of 11/6/2009

F4: Each share of phantom stock was the economic equivalent of one share of ITT Corporation common stock. The shares of phantom stock were payable in cash following termination of the reporting person's employment with ITT Corporation, and could be transferred into an alternate investment account at any time.