ITT INC. — Director's Dealing 2009

Mar 9, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT CORP (ITT)
CIK: 0000216228
Period of Report: 2009-03-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-05	Common Stock	A	52243	$0.00	Acquired	262455	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-03-05	Employee Stock Option (Right to Buy)	$33.19	A	165690	Acquired	2016-03-05	Common Stock (165690)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	291	Indirect

Footnotes

F1: The total 262,455 includes 52,243 shares of restricted stock awarded on March 5, 2009 under the ITT Corporation 2003 Equity Incentive Plan. The 52,243 shares awarded on March 5, 2009 are subject to a three-year restriction.

F2: As of 3/4/09.

F3: Options awarded under the ITT Corporation 2003 Equity Incentive Plan.