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: Crum Scott A (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-05	Common Stock	A	5734	$0.00	Acquired	21930	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	18190	Acquired	2016-03-05	Common Stock (18190)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	662	Indirect

Footnotes

F1: The 21,930 includes 14,590 shares of restricted stock, of which 5,734 shares were awarded on March 5, 2009 under the ITT Corporation 2003 Equity Incentive Plan. The 5,734 shares awarded on March 5, 2009 are subject to a three-year restriction. The total also includes 570 shares in the Direct Purchase Sale and Dividend Reinvestment Plan reflecting accumulations through 3/5/09 and 6,770 shares owned directly.

F2: As of 3/4/2009.

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