ITT INC. — Director's Dealing 2009

Jan 7, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT CORP (ITT)
CIK: 0000216228
Period of Report: 2009-01-05

Reporting Person: FOLEY DONALD E (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-05	Common Stock	M	32000	$19.78	Acquired	68734	Direct
2009-01-05	Common Stock	S	32000	$50.13	Disposed	36734	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-05	Employee Stock Option (Right to Buy)	$19.78	M	32000	Disposed	2009-01-06	Common Stock (32000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2715	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $50.10 to $50.21. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: Includes 22,648 shares acquired through the Direct Purchase Sale and Dividend Reinvestment Plan, reflecting accumulations through 12/31/2008. Includes 14,086 shares of restricted stock acquired through the 1994 ITT Incentive Stock Plan or the ITT 2003 Equity Incentive Plan.

F3: As of 12/31/2008

F4: Options granted under the 1994 ITT Incentive Stock Plan. Options vested and exercisable upon the earlier of 125% appreciation in the option exercise price or in one-third cumulative annual installments after the first, second and third anniversaries of the date of grant. Options under this award became fully exercisable on 1/7/2002.