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: Chicles Aris C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-05	Common Stock	A	3562	$0.00	Acquired	8098	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	11300	Acquired	2016-03-05	Common Stock (11300)	Direct

Footnotes

F1: The 8,098 shares of restricted stock include 3,562 shares awarded on March 5, 2009 under the ITT Corporation 2003 Equity Incentive Plan. The 3,562 shares awarded on March 5, 2009 are subject to a three-year restriction.

F2: Options awarded under the ITT Corporation 2003 Equity Incentive Plan.