ITT INC. — Director's Dealing 2010

Mar 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Corp (ITT)
CIK: 0000216228
Period of Report: 2010-03-05

Reporting Person: McClain Gretchen W (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-05	Common Stock	A	7503	$0.00	Acquired	87803	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-05	Employee Stock Option (Right to Buy)	$53.49	A	24049	Acquired	2020-03-05	Common Stock (24049)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	116	Indirect

Footnotes

F1: The total amount of 87,803 includes 7,503 shares of restricted stock awarded March 5, 2010 under the ITT Corporation 2003 Equity Incentive Plan. The 7,503 shares awarded on March 5, 2010 are subject to a three-year restriction. The total also includes 8,815 shares owned directly and 817 shares acquired through the Direct Pruchase Sale and Dividend Reinvestment Plan reflecting accumulations through 3/1/2010.

F2: As of 3/1/2010

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