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: Melcher David F (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-05	Common Stock	A	6596	$0.00	Acquired	7721	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	24805	Acquired	2016-03-05	Common Stock (24805)	Direct

Footnotes

F1: The 7,721 shares of restricted stock include 6,596 shares awarded on March 5, 2009 under the ITT Corporation 2003 Equity Incentive Plan. The 6,596 shares awarded on March 5, 2009 are subject to a three-year restriction.

F2: Options granted under the ITT Corporation 2003 Equity Incentive Plan. The options will become exercisable in one-third cumulative installments after the first, second and third anniversaries of the date of grant.