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: Ramos Denise L (SVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-05	Common Stock	A	8337	$0.00	Acquired	39603	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-05	Emplooyee Stock Option (Right to Buy)	$53.49	A	26721	Acquired	2020-03-05	Common Stock (26721)	Direct

Footnotes

F1: The total amount of 39,603 includes 8,337 shares of restricted stock awarded March 5, 2010 under the ITT Corporation 2003 Equity Incentive Plan. The 8,337 shares awarded March 5, 2010 are subject to a three-year restriction. The total also includes 3,649 shares held directly and 30 shares acquired in the Direct Purchase Sale Dividend Reinvestment Program reflecting accumulations through 3/1/2010.

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