ITT INC. — Director's Dealing 2009

Jul 7, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT CORP (ITT)
CIK: 0000216228
Period of Report: 2009-07-02

Reporting Person: Ramos Denise L (SVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-07-02	Common Stock	F	2351	$43.80	Disposed	31236	Direct

Footnotes

F1: Ms. Ramos received 18,930 shares of restricted stock on 7/2/2007 under the ITT 2003 Equity Incentive Plan. 6,000 shares vest on 7/2/2009; 6,000 shares vest on 7/2/2011; and 2,918 shares are subject to a three-year restriction period and vest on 7/2/2010. Vesting of these shares is accelerated upon termination of employment by the Company other than for cause.

4,012 shares are subject to a three-year restriction period and vest on 7/2/2010. These shares are subject to continued employment and the terms of the ITT 2003 Equity Incentive Plan.